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

                                   FORM 10-K

    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
             EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

    [  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 1-5424

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


                                            
                  DELAWARE                                      58-0218548
       (State or other jurisdiction of                         (IRS Employer
       incorporation or organization)                       Identification No.)
   POST OFFICE BOX 20706, ATLANTA, GEORGIA                      30320-6001
  (Address of principal executive offices)                      (Zip code)


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

          Securities registered pursuant to Section 12(b) of the Act:



                                                            NAME OF EACH EXCHANGE ON
                   TITLE OF EACH CLASS                          WHICH REGISTERED
                                                         
Common Stock, par value $1.50 per share...................  New York Stock Exchange
Preferred Stock Purchase Rights...........................  New York Stock Exchange
8 1/8% Notes Due July 1, 2039.............................  New York Stock Exchange


          Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

     The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant as of February 28, 2002, was approximately
$4.246 billion. On February 28, 2002, there were outstanding 123,232,371 shares
of the registrant's common stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Parts I and II of this Form 10-K incorporate by reference certain
information from the registrant's 2001 Annual Report to Shareowners. Part III of
this Form 10-K incorporates by reference certain information from the
registrant's definitive Proxy Statement dated March 25, 2002, for its Annual
Meeting of Shareowners to be held on April 26, 2002.
--------------------------------------------------------------------------------
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                              DELTA AIR LINES, INC.

Forward-Looking Information

Statements in this Form 10-K (or otherwise made by Delta or on Delta's behalf)
which are not historical facts, including statements about Delta's 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 Delta's 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:

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

         -        the change in Delta's operations and higher costs resulting
                  from new airline security directives, including the Aviation
                  and Transportation Security Act;

         -        the availability and cost of war risk and other insurance for
                  Delta;

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

         -        the credit downgrades of Delta and other airlines by Moody's
                  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;

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

         -        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;

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 Delta
         specifically, which could be affected by factors such as Delta's and
         the industry's safety record; and

10.      the outcome of Delta's litigation.

Caution should be taken not to place undue reliance on Delta's forward-looking
statements, which represent Delta's views only as of the date of this Form 10-K,
and which Delta has no current intention to update.


                                       2


                                     PART I

ITEM 1.  BUSINESS

General Description

         Delta Air Lines, Inc. ("Delta" or the "Company") is a major air carrier
that provides scheduled air transportation for passengers and freight throughout
the United States and around the world. As of February 1, 2002, Delta (including
its wholly owned subsidiaries Atlantic Southeast Airlines, Inc. ("ASA") and
Comair, Inc. ("Comair")) served 208 domestic cities in 45 states, the District
of Columbia, Puerto Rico and the U.S. Virgin Islands, as well as 46 cities in 31
countries in Europe, Latin America, the Caribbean, Canada and Asia.

         Based on calendar 2001 data, Delta is the second-largest airline in
terms of passengers carried, and third-largest as measured by operating revenues
and revenue passenger miles flown. Delta is the largest U.S. airline across the
transatlantic, offering the most daily flight departures, serving the largest
number of nonstop markets and carrying more passengers than any other U.S.
airline.

         For the year ended December 31, 2001, passenger revenues accounted for
93% of Delta's consolidated operating revenues. Cargo revenues and other sources
accounted for 7% of the Company's consolidated operating revenues for that
period. In 2001, Delta's operations in North America, the Atlantic, Latin
America and the Pacific accounted for 81%, 13%, 4% and 2%, respectively, of its
consolidated operating revenues.

         Delta is incorporated under the laws of the State of Delaware. Its
principal executive offices are located at Hartsfield Atlanta International
Airport in Atlanta, Georgia. Delta's telephone number is (404) 715-2600, and its
Internet address is "delta.com".

Airline Operations

         An important characteristic of Delta's route network is its four hub
airports in Atlanta, Cincinnati, Dallas/Ft. Worth and Salt Lake City. Each of
these hub operations includes Delta flights that gather and distribute traffic
from markets in the geographic region surrounding the hub to other major cities
and to other Delta hubs. Delta's hub and spoke system also provides passengers
with access to Delta's principal international gateways in Atlanta and New York
- John F. Kennedy International Airport ("JFK"). As briefly discussed below,
other key characteristics of Delta's route network include its alliances with
foreign airlines, the Delta Connection Program, the Delta Shuttle and Delta
Express.

         International Alliances. Delta has formed bilateral and multilateral
marketing alliances with foreign airlines to improve Delta's access to
international markets. These arrangements can include codesharing, frequent
flyer benefits, shared or reciprocal access to passenger lounges, joint
advertising and other marketing agreements.


                                       3


         Delta's international codesharing agreements enable Delta to market and
sell seats to an expanded number of international destinations. Under
codesharing arrangements, Delta and the foreign carriers publish their
respective airline designator codes on a single flight operation, thereby
allowing Delta and the foreign carrier to offer joint service with one aircraft
rather than operating separate services with two aircraft. These arrangements
typically allow Delta to sell seats on the foreign carrier's aircraft that are
marketed under Delta's "DL" designator code and permit the foreign airline to
sell seats on Delta's aircraft that are marketed under the foreign carrier's
two-letter designator code. Delta has codeshare arrangements with Aerolitoral,
Aeromexico, Air France, Air Jamaica, Alitalia, British European, China Airlines,
China Southern, CSA Czech Airlines, El Al Israel Airlines, Korean Air, LAPA
(Lineas Areas Privadas Argentinas), Royal Air Maroc and South African Airways.

         In June 2000, Delta, Aeromexico, Air France and Korean Air launched the
SkyTeam global airline alliance. Alitalia and CSA Czech Airlines joined SkyTeam
in 2001. SkyTeam links the route networks of the member airlines and offers
enhanced customer service through codesharing arrangements, reciprocal frequent
flyer and lounge programs and coordinated cargo operations. In January 2002,
Delta and its European SkyTeam partners received antitrust immunity from the
U.S. Department of Transportation ("DOT"). The grant of antitrust immunity
enables Delta and its European partners to offer a more integrated route
network, and develop common sales, marketing and discount programs for
customers.

         The Delta Connection Program. The Delta Connection Program is Delta's
regional carrier service, which provides passengers in small and medium-sized
cities with greater access to their destinations. It enables Delta to allocate
larger aircraft to meet customer demand on longer-haul routes, while preserving
its presence in smaller markets with regional jets.

         Delta has marketing arrangements with four regional carriers to operate
regional jets and turboprop aircraft using Delta's "DL" code. ASA and Comair are
wholly owned subsidiaries of Delta which operate all of their flights under
Delta's code. Delta has marketing agreements with Atlantic Coast Airlines and
SkyWest Airlines, which operate some of their flights using Delta's code. For
information regarding Delta's agreements with Atlantic Coast Airlines and
SkyWest Airlines, see Note 11 of the Notes to the Consolidated Financial
Statements on page 43 of Delta's 2001 Annual Report to Shareowners, which is
incorporated by reference.

         Delta Shuttle. The Delta Shuttle is the Company's high-frequency
service targeted to Northeast business travelers. It provides nonstop, hourly
service between New York - La Guardia Airport (Marine Air Terminal) and both
Boston - Logan International Airport and Washington, D.C. - Ronald Reagan
National Airport.

         Delta Express. Delta Express is the Company's low-fare,
leisure-oriented service which provides flights from certain cities in the
Northeast and Midwest to four Florida destinations.

September 11, 2001 Terrorist Attacks

         On September 11, 2001, four commercial aircraft were hijacked by
terrorists and crashed into The World Trade Center in New York City, the
Pentagon in northern Virginia and a field in


                                       4


Pennsylvania. These attacks resulted in an overwhelming loss of life and
extensive property damage. Immediately after the terrorist attacks, the Federal
Aviation Administration ("FAA") closed U.S. airspace, prohibiting all flights
to, from and within the United States. Airports reopened on September 13, 2001,
except for Washington, D.C. - Ronald Reagan National Airport, which partially
reopened on October 4, 2001.

         When flights were permitted to resume, Delta's passenger traffic and
yields were significantly lower than before the attacks. Additionally, new
security directives required by the FAA increased Delta's costs and reduced its
ability to continue its pre-September 11, 2001 schedule. Due to the significant
reduction in traffic, Delta reduced its scheduled network capacity by 16%,
effective November 1, 2001. In making these capacity reductions, Delta's goals
were to keep its route network intact and to minimize the impact on its
customers, while achieving significant cost reductions. Accordingly, Delta
focused on (1) reducing operations on high-frequency routes with high potential
for recapturing traffic; (2) suspending winter service in seasonal markets; (3)
reducing international flying; (4) decreasing Delta Express capacity; and (5)
using regional jets to maintain presence and to provide mainline connecting
traffic.

         On September 22, 2001, President Bush signed into law the Air
Transportation Safety and System Stabilization Act ("Stabilization Act"), which
is intended to preserve the viability of the U.S. air transportation system.
Among other things, the Stabilization Act (1) provides for payments from the
U.S. Government totaling $5 billion to compensate U.S. air carriers for losses
incurred from September 11, 2001 through December 31, 2001 as a result of the
September 11 terrorist attacks; and (2) authorizes, subject to certain
conditions, the issuance of federal loan guarantees totaling up to $10 billion
to U.S. air carriers.

         For additional information about the September 11 terrorist attacks and
the Stabilization Act, see "Business Environment" and "Outlook" on pages 12-13,
and Note 2 of the Notes to the Consolidated Financial Statements on pages 32-33,
of Delta's 2001 Annual Report to Shareowners, which are incorporated by
reference.

Seasonality and Other Factors that Impact Demand for Air Travel

         In general, demand for air travel is higher in the June and September
quarters, particularly in international markets, because there is more vacation
travel during these periods than during the remainder of the year. Demand for
air travel is also affected by factors such as economic conditions, fare levels
and weather conditions. In addition, demand for air travel at particular
airlines may be impacted from time to time by, among other things, actual or
threatened disruptions to operations due to labor issues. Due to these and other
factors, operating results for an interim period are not necessarily indicative
of operating results for an entire year, and operating results for an historical
period are not necessarily indicative of operating results for a future period.

Regulatory Matters

         The DOT and the FAA exercise regulatory authority over air
transportation in the United States. The DOT has authority to issue certificates
of public convenience and necessity required


                                       5


for airlines to provide domestic air transportation. An air carrier which the
DOT finds "fit" to operate is given unrestricted authority to operate domestic
air transportation (including the carriage of passengers and cargo). Except for
constraints imposed by Essential Air Service regulations, which are applicable
to certain small communities, airlines may terminate service to a city without
restriction.

         The DOT has jurisdiction over certain economic and consumer protection
matters such as unfair or deceptive practices or methods of competition,
advertising, denied boarding compensation, baggage liability and disabled
passenger transportation. The FAA regulates air carrier operations generally,
including airline operating certificates, control of navigable air space, flight
personnel, aircraft certification and maintenance, and other matters affecting
air safety.

         Authority to operate international routes is regulated by the DOT and
by the foreign governments involved. International route awards are also subject
to the approval of the President of the United States for conformance with
national defense and foreign policy objectives.

         Delta is also subject to various other federal, state, local and
foreign laws and regulations. The U.S. Department of Justice has jurisdiction
over airline competition matters. The U.S. Postal Service has authority over
certain aspects of the transportation of mail. Labor relations in the airline
industry are generally governed by the Railway Labor Act. Environmental matters
are regulated by various federal, state, local and foreign governmental
entities.

Fares and Rates

         Airlines are permitted to set ticket prices in most domestic and
international city pairs without governmental regulation, and the industry is
characterized by significant price competition. Certain international fares and
rates are subject to the jurisdiction of the DOT and the governments of the
foreign countries involved. Most of Delta's tickets are sold by travel agents,
and fares are subject to commissions, overrides and discounts paid to travel
agents, brokers and wholesalers.

Route Authority

         Delta's flight operations are authorized by certificates of public
convenience and necessity and, to a limited extent, by exemptions issued by the
DOT. The requisite approvals of other governments for international operations
are provided by bilateral agreements with, or permits or approvals issued by,
foreign countries. Because international air transportation is governed by
bilateral or other agreements between the United States and the foreign country
or countries involved, changes in United States or foreign government aviation
policies could result in the alteration or termination of such agreements,
diminish the value of Delta's international route authorities or otherwise
affect Delta's international operations. Bilateral agreements between the United
States and various foreign countries served by Delta are subject to
renegotiation from time to time.


                                       6


         Certain of Delta's international route authorities are subject to
periodic renewal requirements. Delta requests extension of these authorities
when and as appropriate. While the DOT usually renews temporary authorities on
routes where the authorized carrier is providing a reasonable level of service,
there is no assurance of this result. Dormant authority may not be renewed in
some cases, especially where another U.S. carrier indicates a willingness to
provide service.

Competition

         Delta faces significant competition with respect to domestic and
international routes, services and fares. All domestic routes served by Delta
are subject to competition from both new and existing carriers, and service over
virtually all of Delta's domestic routes is highly competitive. On most domestic
and international routes, the Company competes with at least one, and usually
more than one, scheduled passenger airline. Delta also competes with all-cargo
carriers, charter airlines and, particularly on its shorter routes, with surface
transportation.

         International marketing alliances formed by domestic and foreign
carriers, such as the Star Alliance (among United Airlines, Lufthansa German
Airlines and others), the oneworld alliance (among American Airlines, British
Airways and others) and the Wings Alliance (between Northwest Airlines and
KLM-Royal Dutch Airlines), have significantly increased competition in
international markets. Through marketing and codesharing arrangements with
United States carriers, foreign carriers have obtained access to interior United
States passenger traffic. Similarly, United States carriers have increased their
ability to sell international transportation such as transatlantic services to
and beyond European cities.

         The airline industry is characterized by substantial price competition.
If price reductions are not offset by increases in traffic or changes in the mix
of traffic that improve Delta's passenger mile yield, Delta's operating results
will be adversely impacted.

         Delta regularly monitors competitive developments in the airline
industry, and evaluates its strategic alternatives. These strategic alternatives
include, among other things, internal growth, codesharing arrangements,
marketing alliances, joint ventures, and mergers and acquisitions. Delta's
evaluations involve internal analysis and, where appropriate, discussions with
third parties.

Airport Access

         Operations at four major United States airports and certain foreign
airports served by Delta are regulated by governmental entities through "slot"
allocations. Each slot represents the authorization to land at, or take off
from, the particular airport during a specified time period.

         In the United States, the FAA currently regulates slot allocations at
O'Hare International Airport in Chicago, JFK and La Guardia Airport in New York
and Ronald Reagan National Airport in Washington, D.C. Delta's operations at
those four airports generally require slot allocations. Under legislation
enacted by Congress, slot rules will be phased out at O'Hare International
Airport on July 1, 2002, and at JFK and La Guardia Airport by 2007.



                                       7


         Delta currently has sufficient slot authorizations to operate its
existing flights, and has generally been able to obtain slots to expand its
operations and to change its schedules. There is no assurance, however, that
Delta will be able to obtain slots for these purposes in the future because,
among other reasons, slot allocations are subject to changes in governmental
policies.

Possible Legislation or DOT Regulation

         A number of Congressional bills and proposed DOT regulations have been
considered in recent years to address airline competition issues. Some of these
proposals would require large airlines with major operations at certain airports
to divest or make available to other airlines slots, gates, facilities and other
assets at those airports. Other measures would limit the service or pricing
responses of major carriers that appear to target new entrant airlines. These
proposals, if enacted, could negatively impact Delta's ability to respond to
competitive actions by other airlines.

Computer Reservations System Partnership

         Delta owns 40% of WORLDSPAN, L.P. ("WORLDSPAN"), a Delaware limited
partnership which operates and markets a computer reservation system ("CRS") and
related systems for the travel industry. Northwest Airlines and American
Airlines own 34% and 26%, respectively, of WORLDSPAN.

         CRS services are used primarily by travel agents to book airline,
hotel, car rental and other travel reservations and issue airline tickets. The
CRS industry is highly competitive. CRS services are provided by several
companies in the United States and worldwide. In the United States, other CRS
competitors are SABRE, Galileo International and AMADEUS. CRS vendors are
subject to regulations promulgated by the DOT and certain foreign governments.

Fuel

         Delta's results of operations can be significantly impacted by changes
in the price and availability of jet fuel. The following table shows Delta's jet
fuel consumption and costs for 1999-2001.



                         Gallons Consumed            Cost (1)            Average Price         Percent of Operating
      Year                  (Millions)              (Millions)          Per Gallon (1)            Expenses (2)
                     -------------------------    ---------------     --------------------   ------------------------
                                                                                 
      1999                    2,779                   $1,421                51.13(cent)              11%
      2000                    2,922                    1,969                67.38                    13
      2001                    2,649                    1,817                68.60                    12


-------------

1. Net of fuel hedge gains under Delta's fuel hedging program.

2. Excludes compensation recognized in 2001 under the Air Transportation Safety
   and System Stabilization Act and asset writedowns and other nonrecurring
   items in 1999, 2000 and 2001.


                                       8


         Aircraft fuel expense decreased 8% in 2001 compared to 2000. The
average fuel price per gallon rose 2% to 68.60(cent). Total gallons consumed
decreased 9% due primarily to the decrease in flights resulting from the
September 11 terrorist attacks and the Comair pilot strike, as well as fuel
efficiencies realized from Delta's fleet renewal efforts. Delta's fuel cost in
2001 and 2000 is shown net of fuel hedge gains of $299 million and $684 million,
respectively. Approximately 58% and 67% of Delta's aircraft fuel requirements
were hedged during 2001 and 2000, respectively.

         Changes in jet fuel prices and availability have industry-wide impact.
Accordingly, lower jet fuel prices may be offset by increased price competition
and lower revenues for all air carriers. Moreover, there can be no assurance
that Delta will be able to increase its fares in response to any future
increases in fuel prices.

         Delta's jet fuel purchase contracts do not provide material protection
against price increases or for assured availability of supplies. The Company
purchases most of its jet fuel from petroleum refiners under contracts which
establish the price based on various market indices. Delta also purchases
aircraft fuel on the spot market, from off-shore sources and under contracts
which permit the refiners to set the price and give the Company the right to
terminate upon short notice if the price is unacceptable.

         Delta periodically enters into heating oil derivative contracts, such
as forwards and options, to manage the risk associated with changes in aircraft
fuel prices. Information regarding Delta's fuel hedging program is set forth
under "Aircraft Fuel Price Risk" on page 22, and under "Fuel Hedge Contracts" in
Note 4 of the Notes to the Consolidated Financial Statements on pages 35-36, of
Delta's 2001 Annual Report to Shareowners, and is incorporated by reference.

         Although Delta is currently able to obtain adequate supplies of jet
fuel, it is impossible to predict the future availability or price of jet fuel.
Political disruptions in oil producing countries, changes in government policy
concerning aircraft fuel production, transportation or marketing, changes in
aircraft fuel production capacity, environmental concerns and other
unpredictable events may result in fuel supply shortages and fuel price
increases in the future.

Employee Matters

         Railway Labor Act. Delta's relations with labor unions in the United
States are governed by the Railway Labor Act. Under the Railway Labor Act, a
labor union seeking to represent an unrepresented craft or class of employees is
required to file with the National Mediation Board ("NMB") an application
alleging a representation dispute, along with authorization cards signed by at
least 35% of the employees in that craft or class. The NMB then investigates the
dispute and, if it finds the labor union has obtained a sufficient number of
authorization cards, conducts an election to determine whether to certify the
labor union as the collective bargaining representative of that craft or class.
Under the NMB's usual rules, a labor union will be certified as the
representative of the employees in a craft or class only if more than 50% of
those employees vote for union representation.


                                       9



         Under the Railway Labor Act, a collective bargaining agreement between
an airline and a labor union does not expire, but instead becomes amendable as
of a stated date. Either party may request the NMB to appoint a federal mediator
to participate in the negotiations for a new or amended agreement. If no
agreement is reached in mediation, the NMB may determine, at any time, that an
impasse exists and offer binding arbitration. If either party rejects binding
arbitration, a 30-day "cooling off" period begins. At the end of this 30-day
period, the parties may engage in "self help," unless the President of the
United States appoints a Presidential Emergency Board ("PEB") to investigate and
report on the dispute. The appointment of a PEB maintains the "status quo" for
an additional 60 days. If the parties do not reach agreement during this period,
the parties may then engage in "self help." "Self help" includes, among other
things, a strike by the union or the imposition of proposed changes to the
collective bargaining agreement by the airline. Congress and the President have
the authority to prevent "self help" by enacting legislation which, among other
things, imposes a settlement on the parties.

         Collective Bargaining. At December 31, 2001, Delta, ASA and Comair had
a total of 76,273 full-time equivalent employees. Approximately 18% of these
employees are represented by unions. The following table presents certain
information concerning the union representation of domestic employees of Delta,
ASA and Comair.



                                                                                                AMENDABLE DATE OF
                                 APPROXIMATE NUMBER OF                                        COLLECTIVE BARGAINING
      EMPLOYEE GROUP             EMPLOYEES REPRESENTED                   UNION                      AGREEMENT
---------------------------- ----------------------------- --------------------------------- -------------------------
                                                                                    
Delta Pilots                              9,000             Air Line Pilots Association,       May 2005
                                                            International
Delta Flight                                220             Professional Airline Flight        December 2004
Superintendents                                             Control Association
Delta Pilot Ground                          150             Transport Workers Union of         Initial contract in
Training Instructors                                        America                            negotiation
ASA Pilots                                1,370             Air Line Pilots Association,       September 2002
                                                            International
ASA Flight Attendants                       610             Association of Flight              September 2003
                                                            Attendants
ASA Flight Dispatchers                       50             Professional Airline Flight        April 2006
                                                            Control Association
Comair Pilots                             1,300             Air Line Pilots Association,       May 2006
                                                            International
Comair Maintenance                          400             International Association of       May 2004
Employees                                                   Machinists and Aerospace
                                                            Workers
Comair Flight Attendants                    700             International Brotherhood of       Initial contract in
                                                            Teamsters                          negotiation


         Delta is in collective bargaining negotiations with the Transport
Workers Union of America ("TWU"), which represents Delta's approximately 150
pilot ground training instructors. Comair is in negotiations with the
International Brotherhood of Teamsters ("IBT"), which represents Comair's
approximately 700 flight attendants. The NMB appointed a mediator to participate
in the Delta/TWU negotiations in January 2001 and the Comair/IBT negotiations in
April 2000. The outcome of these collective bargaining negotiations cannot
presently be determined.




                                      10


         On February 1, 2002, Delta's approximately 19,000 flight attendants
rejected union representation by a 71% to 29% margin. The NMB is investigating
charges of interference filed against Delta by the union. Delta believes these
charges are without merit.

         Labor unions are engaged in organizing efforts to represent various
groups of employees of Delta, ASA and Comair who are not represented for
collective bargaining purposes. The outcome of these organizing efforts cannot
presently be determined.

         Staffing Reduction Program. Due to the significant reduction in traffic
following the September 11, 2001 terrorist attacks, Delta reduced its scheduled
capacity by 16% effective November 1, 2001. As a result of these capacity
reductions, Delta reduced its staffing levels by approximately 11,000 employees
across all major work groups at December 31, 2001. Approximately 10,000 Delta
employees participated in one of Delta's voluntary programs, which include
leaves of absence, severance and an early retirement program. Involuntary
reductions are expected to affect approximately 1,700 employees, which includes
the furlough of approximately 1,400 pilots. Approximately 400 pilot furloughs
occurred in 2001 and approximately 1,000 are expected to occur in 2002.

         On November 1, 2001, the Air Line Pilots Association, International
("ALPA"), the union representing Delta pilots, filed a grievance asserting that
Delta's plan to furlough approximately 1,400 pilots is not permitted under the
collective bargaining agreement between Delta and ALPA. The collective
bargaining agreement generally provides that no pilot on the seniority list as
of July 1, 2001 will be placed on furlough, unless the furlough is caused by a
circumstance beyond Delta's control, as defined in that agreement. In accordance
with the collective bargaining agreement, the grievance will be decided by a
neutral arbitrator. Delta believes that its planned pilot furloughs are caused
by a circumstance beyond Delta's control within the meaning of the collective
bargaining agreement and, therefore, that the grievance is without merit.

Environmental Matters

         The Airport Noise and Capacity Act of 1990 (the "ANCA") recognizes the
rights of operators of airports with noise problems to implement local noise
abatement procedures so long as such procedures do not interfere unreasonably
with interstate or foreign commerce or the national air transportation system.
It generally provides that local noise restrictions on Stage 3 aircraft first
effective after October 1, 1990, require FAA approval. While Delta has had
sufficient scheduling flexibility to accommodate local noise restrictions in the
past, Delta's operations could be adversely impacted if locally-imposed
regulations become more restrictive or widespread.

         The United States Environmental Protection Agency (the "EPA") is
authorized to regulate aircraft emissions. Delta's aircraft comply with the
applicable EPA standards.

         In February 1998, the EPA and the FAA signed a Memorandum of Agreement
("MOA") to develop a voluntary process with the airline industry to reduce
emissions that lead to ozone formation. The MOA includes a proposal with a
voluntary engine modification program to


                                       11



reduce emissions from aircraft engines. As a result of the MOA, air carriers,
the EPA, the FAA and local and state regulators are evaluating potential options
for emission reductions from airport activities, including aircraft engine
modifications and alternative fueled ground service equipment, but no conclusion
or agreement has been reached as to which, if any, options are viable. In
addition to the MOA, Delta has agreed to reduce emissions at certain airports by
utilizing alternative fueled ground service equipment.

         Delta has been identified by the EPA as a potentially responsible party
(a "PRP") with respect to certain Superfund Sites, and has entered into consent
decrees regarding some of these sites. Delta's alleged disposal volume at each
of these sites is small when compared to the total contributions of all PRPs at
each site. Delta is aware of soil and/or ground water contamination present on
its current or former leaseholds at several domestic airports; to address this
contamination, the Company has a program in place to investigate and, if
appropriate, remediate these sites. Delta believes that the resolution of these
matters is not likely to have a material adverse effect on its consolidated
financial statements.

Frequent Flyer Program

         Delta has a frequent flyer program offering incentives to increase
travel on Delta. This program allows participants to accrue mileage for travel
awards while flying on Delta, the Delta Connection carriers and participating
airlines. Mileage credit may also be accrued by the use of certain services
offered by program partners such as credit card companies, hotels and car rental
agencies. Delta reserves the right to terminate the program with six months
advance notice, and to change the program's terms and conditions at any time
without notice.

         Mileage credits earned can be redeemed for free or upgraded air travel
on Delta and participating airline partners, for membership in Delta's Crown
Room Club and for other program partner awards. Travel awards are subject to
certain transfer restrictions and, in most cases, blackout dates and capacity
controlled seating. Miles earned prior to May 1, 1995 do not expire so long as
Delta has a frequent flyer program. Miles earned on or after May 1, 1995 will
not expire as long as, at least once every three years, the participant (1)
takes a qualifying flight on Delta or a Delta Connection carrier; (2) earns
miles through one of Delta's program partners; or (3) redeems miles for any
program award.

         Delta accounts for its frequent flyer program obligations by recording
a liability for the estimated incremental cost of flight awards the Company
expects to be redeemed. The estimated incremental cost is based on Delta's
system average cost per passenger for fuel, food and other direct passenger
costs; it does not include any contribution to overhead or profit. Delta does
not record a liability for mileage earned by participants who have not reached
the level to become eligible for a free travel award. Delta believes this is
appropriate because the large majority of these participants are not expected to
earn a free flight award. Delta does not record a liability for the expected
redemption of miles for non-travel awards since the cost of these awards to
Delta is negligible.

         Delta estimated the potential number of round-trip flight awards
outstanding under its frequent flyer program to be 11.2 million at December 31,
1999, 12.2 million at

                                       12

December 31, 2000 and 13.1 million at December 31, 2001. Of these earned
awards, Delta expected that approximately 8.4 million, 9.2 million and 9.6
million, respectively, would be redeemed. At December 31, 1999, 2000 and 2001,
Delta had recorded a liability for these awards of $179 million, $199 million
and $226 million, respectively. The difference between the round-trip awards
outstanding and the awards expected to be redeemed is the estimate, based on
historical data, of awards which will (1) never be redeemed; or (2) be redeemed
for something other than a free trip.

         Frequent flyer program participants flew 2.1 million, 2.3 million and
2.4 million free round-trips on Delta in 1999, 2000 and 2001, respectively.
These round-trips accounted for approximately 7% of the total passenger miles
flown for 1999 and 2000 and approximately 8% for 2001. Delta believes that the
low percentage of free passenger miles and the restrictions applied to free
travel awards minimize the displacement of revenue passengers.

Civil Reserve Air Fleet Program

         Delta is a participant in the Civil Reserve Air Fleet Program pursuant
to which the Company has agreed to make available, during the period beginning
October 1, 2001 and ending September 30, 2002, up to 88 of its international
range aircraft for use by the United States military under certain stages of
readiness related to national emergencies.

ITEM 2.           PROPERTIES

Flight Equipment

         Information relating to Delta's aircraft fleet is set forth in Notes 10
and 11 of the Notes to the Consolidated Financial Statements on pages 42-43, and
on page 59 (the inside back cover), of Delta's 2001 Annual Report to
Shareowners, and is incorporated by reference.

Ground Facilities

         Delta leases most of the land and buildings that it occupies. The
Company's largest aircraft maintenance base, various computer, cargo, flight
kitchen and training facilities and most of its principal offices are located at
or near Hartsfield Atlanta International Airport in Atlanta, Georgia, on land
leased from the City of Atlanta generally under long-term leases. Delta owns a
portion of its principal offices, its Atlanta reservations center and other
improved and unimproved real property in Atlanta, as well as a limited number of
radio transmitting and receiving sites and certain other facilities.

         Delta leases ticket counter and other terminal space, operating areas
and air cargo facilities in most of the airports which it serves. These leases
generally run for periods of less than one year to thirty years or more, and
contain provisions for periodic adjustment of lease rates. At most airports
which it serves, Delta has entered into use agreements which provide for the
non-exclusive use of runways, taxiways, and other facilities; landing fees under
these agreements normally are based on the number of landings and weight of
aircraft. The Company also leases aircraft maintenance facilities at certain
airports; these leases generally require Delta


                                       13


to pay the cost of providing, operating and maintaining such facilities. In
addition to its Atlanta maintenance base, Delta's other major aircraft
maintenance facilitates are located at Cincinnati/Northern Kentucky
International Airport, Dallas/Ft. Worth International Airport, Salt Lake City
International Airport and Tampa International Airport. Delta leases marketing,
ticket and reservations offices in certain major cities which it serves; these
leases are generally for shorter terms than the airport leases. Additional
information relating to Delta's ground facilities is set forth in Note 10 of the
Notes to the Consolidated Financial Statements on pages 42-43 of Delta's 2001
Annual Report to Shareowners, and is incorporated by reference.

         In recent years, some airports have increased or sought to increase the
rates charged to airlines to levels that, in the airlines' opinion, are
unreasonable. The extent to which such charges are limited by statute or
regulation and the ability of airlines to contest such charges has been subject
to litigation and to administrative proceedings before the DOT. If the
limitations on such charges are relaxed, or the ability of airlines to challenge
such charges is restricted, the rates charged by airports to airlines may
increase substantially.

         The City of Atlanta, with the support of Delta and other airlines, has
begun a ten year capital improvement program (the "CIP") at Hartsfield Atlanta
International Airport. Implementation of the CIP should increase the number of
flights that may operate at the airport and reduce flight delays. The CIP
includes, among other things, a new approximately 9,000 foot full-service runway
(targeted for completion in December 2005), related airfield improvements,
additional terminal and gate capacity, new cargo and other support facilities
and roadway and other infrastructure improvements. If fully implemented, the CIP
is currently estimated to cost approximately $5.4 billion. The CIP runs through
2010, with individual projects scheduled to be constructed at different times. A
combination of federal grants, passenger facility charge revenues, increased
user rentals and fees, and other airport funds are expected to be used to pay
CIP costs directly and through the payment of debt service on bonds. There is no
assurance the CIP will be implemented on schedule and within budget, or that it
will be fully implemented. Failure to implement certain portions of the CIP in a
timely manner could adversely impact Delta's operations at Hartsfield Atlanta
International Airport.

         During 2001, Delta entered into lease and financing agreements with the
Massachusetts Port Authority ("Massport") for the redevelopment and expansion of
Terminal A at Boston's Logan International Airport. The completion of this
project will enable Delta to consolidate all of its domestic operations at that
airport into one location. Construction is currently expected to begin in the
March 2002 quarter and to be completed during 2005. Project costs will be funded
with $498 million in proceeds from Special Facilities Revenue Bonds issued by
Massport on August 16, 2001. Delta agreed to pay the debt service on the bonds
under a long-term lease agreement with Massport and issued a guarantee to the
bond trustee covering the payment of the debt service on the bonds. For
additional information about these bonds, see Note 8 of the Notes to the
Consolidated Financial Statements on pages 38-41 of Delta's 2001 Annual Report
to Shareowners.

         In October 2000, Delta announced plans for a $1.6 billion terminal
expansion and redevelopment project at JFK. As a result of the negative impact
of the September 11 terrorist


                                       14



attacks on its business, Delta discontinued the terms of this particular project
and is reviewing other projects at JFK which have a different scope and design.

ITEM 3.           LEGAL PROCEEDINGS

         Certain Antitrust Actions. In June 1999, two purported class action
antitrust lawsuits were filed in the U.S. District Court for the Eastern
District of Michigan against Delta, US Airways, Northwest Airlines and the
Airlines Reporting Corporation, an airline-owned company that operates a
centralized clearinghouse for travel agents to report and account for airline
ticket sales.

         In the first case, the plaintiffs allege, among other things: (1) that
the defendants and certain other airlines conspired with Delta in violation of
Section 1 of the Sherman Act to restrain competition and assist Delta in fixing
and maintaining anticompetitive prices for air passenger service to and from its
Atlanta and Cincinnati hubs; and (2) that Delta violated Section 2 of the
Sherman Act by exercising monopoly power to establish such prices in an
anticompetitive or exclusionary manner. The complaint asserts that, for purposes
of plaintiffs' damages claims, the purported plaintiff class consists of all
persons who purchased a Delta full-fare ticket between June 11, 1995 and the
present on routes (1) that start or end at Delta's hubs in Atlanta or
Cincinnati; (2) on which Delta has over a 50% market share; (3) that are longer
than 150 miles; and (4) that have total annual traffic of over 30,000
passengers.

         In the second case, the plaintiffs assert similar allegations and
claims under Sections 1 and 2 of the Sherman Act with respect to US Airways'
pricing practices at its Pittsburgh and Charlotte hubs ("US Airways Hubs"). The
complaint asserts, among other things, that Delta, the other defendants and
certain other airlines conspired with US Airways to restrain competition and
assist US Airways in fixing and maintaining prices for air passenger service to
and from the US Airways Hubs.

         In both cases, plaintiffs have requested a jury trial, and are seeking
injunctive relief; costs and attorneys' fees; and unspecified damages, to be
trebled under the antitrust laws. There is pending before the District Court in
both cases (1) plaintiffs' motion for class action certification; and (2)
Delta's and the other defendants' motions for summary judgment.

         In January 2002, a travel agent in North Carolina filed an amended
purported class action lawsuit against numerous airlines, including Delta, in
the U.S. District Court for the Eastern District of North Carolina on behalf of
all travel agents in the United States which sold tickets from September 1, 1997
to the present on any of the defendant airlines. The lawsuit alleges that Delta
and the other airline defendants conspired to fix travel agent commissions in
violation of Section 1 of the Sherman Act. The plaintiff, who has requested a
jury trial, is seeking injunctive relief; costs and attorneys' fees; and
unspecified damages, to be trebled under the antitrust laws. Discovery has
commenced and the case is currently set for trial in September 2002.

         Pilot Retirement Benefits Lawsuits. In February 2001, a retired and an
active Delta pilot filed a purported class action lawsuit against the Delta
Pilots Retirement Plan (the "Retirement Plan") in the U.S. District Court for
the Southern District of Illinois. The Retirement Plan is


                                       15



sponsored and funded by Delta. The complaint (1) seeks to assert claims on
behalf of a class consisting of certain groups of retired and active Delta
pilots; (2) alleges that the calculation of the retirement benefits of the
plaintiffs and the class violated the Retirement Plan and the Internal Revenue
Code; and (3) seeks unspecified damages which plaintiffs state they believe to
be in excess of $1 billion. In March 2001, the District Court dismissed this
lawsuit without prejudice for lack of venue. Plaintiffs have appealed to the
U.S. Court of Appeals for the Seventh Circuit.

         During the June 2001 quarter, Delta, the Retirement Plan and related
nonqualified pilot retirement plans sponsored and funded by Delta were named as
defendants in five purported class action lawsuits filed in federal district
courts in California, Massachusetts, Ohio, New Mexico and New York. These cases,
which assert claims that are substantially similar to the claims set forth in
the lawsuit described in the preceding paragraph, seek unspecified damages. In
October 2001, the Judicial Panel on Multidistrict Litigation granted Delta's
motion to transfer these cases to the U.S. District Court for the Northern
District of Georgia for coordinated or consolidated pretrial proceedings.

         Travel Voucher Lawsuit. In May 2000, an individual filed an amended
class action lawsuit against Delta in the Circuit Court of Jackson County,
Missouri on behalf of all persons who relinquished their seats on an overbooked
Delta flight in exchange for a travel voucher that may be redeemed for a
round-trip, economy class Delta ticket. The complaint asserts claims for fraud,
breach of contract and unjust enrichment. It alleges, among other things, that
Delta failed to disclose that it limits the number of seats on each flight that
may be obtained by redeeming travel vouchers. The plaintiff, who has requested a
jury trial, is seeking unspecified damages. In September 2001, the Circuit Court
(1) granted the plaintiff's motion for class action certification; and (2)
denied Delta's motion for summary judgment.

         Other Matters. Delta is a defendant in certain other legal actions
relating to antitrust matters, employment practices, environmental issues and
other matters concerning Delta's business. Although the ultimate outcome of
these matters and the other legal matters discussed above in this Item 3 cannot
be predicted with certainty, management believes that the resolution of these
actions is not likely to have a material adverse effect on Delta's consolidated
financial statements.

         For a discussion of certain environmental matters, see "ITEM 1.
Business - Environmental Matters" on pages 11-12 of this Form 10-K.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

         Certain information concerning Delta's executive officers follows.
Unless otherwise indicated, all positions shown are with Delta. There are no
family relationships between any of Delta's executive officers.


                                       16


Leo F. Mullin              Chairman of the Board and Chief Executive Officer,
                           January 2000 to date; Chairman of the Board,
                           President and Chief Executive Officer, October 1999
                           to January 2000; President and Chief Executive
                           Officer, August 1997 to October 1999. Mr. Mullin was
                           Vice Chairman of Unicom Corporation and its principal
                           subsidiary, Commonwealth Edison Company, from 1995 to
                           August 1997. He was an executive of First Chicago
                           Corporation from 1981 to 1995, serving as that
                           company's President and Chief Operating Officer from
                           1993 to 1995, and as Chairman and Chief Executive
                           Officer of American National Bank, a subsidiary of
                           First Chicago Corporation, from 1991 to 1993. Age 59.

Frederick W. Reid          President and Chief Operating Officer, May 2001 to
                           date; Executive Vice President and Chief Marketing
                           Officer, July 1998 to May 2001. Mr. Reid was an
                           executive of Lufthansa German Airlines from 1991 to
                           June 1998, serving as President and Chief Operating
                           Officer from April 1997 to June 1998, as Executive
                           Vice President from 1996 to March 1997, and as Senior
                           Vice President, The Americas, from 1991 to 1996. Age
                           51.

M. Michele Burns           Executive Vice President and Chief Financial Officer,
                           August 2000 to date; Senior Vice President - Finance
                           and Treasurer, February 2000 to August 2000; Vice
                           President - Finance and Treasurer, September 1999 to
                           February 2000; Vice President - Corporate Tax,
                           January 1999 to September 1999. Ms. Burns was a
                           partner at Arthur Andersen LLP from 1991 to January
                           1999. Age 44.

Robert L. Colman           Executive Vice President - Human Resources, October
                           1998 to date. Mr. Colman was an executive for the
                           General Electric Corporation from October 1993 to
                           October 1998, serving as Vice President - Human
                           Resources for General Electric Aircraft Engines
                           Business. Age 56.

Vicki B. Escarra           Executive Vice President and Chief Marketing Officer,
                           May 2001 to date; Executive Vice President - Customer
                           Service, July 1998 to May 2001; Senior Vice President
                           - Airport Customer Service, November 1996 through
                           June 1998; Vice President - Airport Customer Service,
                           August 1996 through October 1996; Vice President -
                           Reservation Sales and Distribution Planning, May 1996
                           through July 1996; Vice President - Reservation
                           Sales, November 1994 to May 1996. Age 49.


                                       17


                                     PART II


ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS

         Information required by this item is set forth under "Common Stock" and
"Market Prices and Dividends" on page 58 of Delta's 2001 Annual Report to
Shareowners, and is incorporated by reference.

         Under the Delta Air Lines, Inc. Directors' Deferred Compensation Plan
("Plan"), members of Delta's Board of Directors may defer for a specified period
all or any part of their cash compensation earned as a director. A participating
director may choose an investment return on the deferred amount from the
investment return choices available under the Delta Family-Care Savings Plan, a
qualified defined contribution pension plan for eligible Delta personnel. One of
the investment return choices under the Delta Family-Care Savings Plan is a fund
invested primarily in Delta's common stock ("Delta Common Stock Fund"). During
the quarter ended December 31, 2001, participants in the Plan deferred $35,500
in the Delta Common Stock Fund investment return choice (equivalent to 1,213
shares of Delta common stock at prevailing market prices). These transactions
were not registered under the Securities Act of 1933, as amended, in reliance on
Section 4(2) of that Act.

ITEM 6.           SELECTED FINANCIAL DATA

         Information required by this item is set forth on pages 56-57 of
Delta's 2001 Annual Report to Shareowners, and is incorporated by reference.

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

         Information required by this item is set forth under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 12-23, and in the related "Glossary of Defined Terms" on page 11, of
Delta's 2001 Annual Report to Shareowners, and is incorporated by reference.

ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Information required by this item is set forth under "Market Risks
Associated With Financial Instruments" on pages 21-23, and in Notes 3, 4 and 5
of the Notes to the Consolidated Financial Statements on pages 33-37,
respectively, of Delta's 2001 Annual Report to Shareowners, and is incorporated
by reference.


                                       18



ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Information required by this item is set forth on pages 24-54, and in
"Report of Independent Public Accountants" (which includes an explanatory
paragraph that describes an accounting change discussed in Note 4 of the Notes
to the Consolidated Financial Statements) on page 55, of Delta's 2001 Annual
Report to Shareowners, and is incorporated by reference.

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

         The Audit Committee of Delta's Board of Directors annually considers
and recommends to the Board the selection of Delta's independent public
accountants. As recommended by Delta's Audit Committee, Delta's Board of
Directors on March 6, 2002 decided to no longer engage Arthur Andersen LLP
("Andersen") as Delta's independent public accountants and engaged Deloitte &
Touche LLP to serve as Delta's independent public accountants for 2002. The
appointment of Deloitte & Touche LLP is subject to ratification by Delta's
shareowners at the 2002 annual meeting scheduled for April 26, 2002.

         Andersen's reports on Delta's consolidated financial statements for the
past two years did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles. Andersen's report on Delta's consolidated financial statements for
2001 does not contain an adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles.

         During Delta's two most recent fiscal years and through the date of
this Form 10-K, there were no disagreements with Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on Delta's consolidated financial statements for such years; and there
were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

         Delta provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 to this Form 10-K is a copy of Andersen's letter stating
its agreement with such statements.

         During Delta's two most recent fiscal years and through March 6, 2002,
Delta did not consult Deloitte & Touche LLP with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on Delta's consolidated
financial statements, or any other matters or reportable events listed in Items
304(a)(2)(i) and (ii) of Regulation S-K.


                                       19


                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information required by this item is set forth under "Certain
Information About Nominees" on pages 7-8, and under "Section 16 Beneficial
Ownership Reporting Compliance" on page 32, of Delta's Proxy Statement dated
March 25, 2002, and is incorporated by reference. Certain information regarding
executive officers is contained in Part I of this Form 10-K.

ITEM 11.          EXECUTIVE COMPENSATION

         Information required by this item is set forth under "Compensation of
Directors" on pages 10-11, under "Compensation Committee Interlocks and Insider
Participation" on page 11, and on pages 19-26 (excluding the Stock Performance
Graph on p. 26), of Delta's Proxy Statement dated March 25, 2002, and is
incorporated by reference.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT AND RELATED STOCKHOLDER MATTERS

         Information required by this item is set forth under "Beneficial
Ownership of Securities" on pages 12-14 of Delta's Proxy Statement dated March
25, 2002, and is incorporated by reference.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not applicable.


                                       20


                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
                  8-K

(a)(1), (2). The financial statements and schedule required by this item are
listed in the Index to Consolidated Financial Statements and Schedule on page 24
of this Form 10-K.

         (3). The exhibits required by this item are listed in the Exhibit Index
on pages 29-32 of this Form 10-K. The management contracts and compensatory
plans or arrangements required to be filed as an exhibit to this Form 10-K are
listed as Exhibits 10.2 to 10.16 in the Exhibit Index.

(b).     During the quarter ended December 31, 2001, Delta filed the following
Current Reports on Form 8-K, all of which were under Item 5 - Other Events and
Regulation FD Disclosure:

         -        A Form 8-K dated October 16, 2001 to file certain exhibits to
                  Delta's Registration Statement on Form S-3 (File No.
                  333-65218);

         -        A Form 8-K dated November 1, 2001 regarding Delta's September
                  2001 quarter financial results;

         -        A Form 8-K dated December 4, 2001 regarding amendments to
                  certain of Delta's credit agreements and the downgrade of the
                  credit rating of Delta's senior unsecured debt; and

         -        A Form 8-K dated December 21, 2001 regarding, among other
                  things, a letter from Delta to certain investors and analysts
                  concerning Delta's expected financial performance for the
                  December 2001 quarter and a downgrade of the credit ratings of
                  certain of Delta's debt securities.


                                       21



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 27th day of
March, 2002.

                                     DELTA AIR LINES, INC.

                                     By: /s/ Leo F. Mullin
                                         --------------------------------------
                                         Leo F. Mullin
                                         Chairman of the Board and
                                         Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on the 27th day of March, 2002 by the
following persons on behalf of the registrant and in the capacities indicated.


         Signature                                   Title
         ---------                                   -----



Edwin L. Artzt*                                    Director
---------------------------
Edwin L. Artzt



James L. Broadhead*                                Director
---------------------------
James L. Broadhead



Edward H. Budd*                                    Director
---------------------------
Edward H. Budd



/s/ M. Michele Burns                      Executive Vice President and
---------------------------                  Chief Financial Officer
M. Michele Burns                    (Principal Financial Officer and Principal
                                               Accounting Officer)



R. Eugene Cartledge*                                Director
---------------------------
R. Eugene Cartledge


                                       22







        Signature                                    Title
        ---------                                    -----


Mary Johnston Evans*                                Director
---------------------------
Mary Johnston Evans


George M.C. Fisher*                                 Director
---------------------------
George M.C. Fisher


David R. Goode*                                     Director
---------------------------
David R. Goode


Gerald Grinstein*                                   Director
---------------------------
Gerald Grinstein


/s/ Leo F. Mullin                          Chairman of the Board and Chief
---------------------------                     Executive Officer
Leo F. Mullin                              (Principal Executive Officer)


John F. Smith, Jr.*                                 Director
---------------------------
John F. Smith, Jr.


Joan E. Spero*                                      Director
---------------------------
Joan E. Spero


Andrew J. Young*                                    Director
---------------------------
Andrew J. Young


*By: /s/ Leo F. Mullin                           Attorney-In-Fact
     ----------------------
     Leo F. Mullin


                                       23



             INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS - Incorporated herein by reference to
"Report of Independent Public Accountants" on page 55 of Delta's 2001 Annual
Report to Shareowners.

FINANCIAL STATEMENTS - All of which are incorporated herein by reference to
Delta's 2001 Annual Report to Shareowners:

Consolidated Balance Sheets - December 31, 2001 and 2000

Consolidated Statements of Operations for the years ended December 31, 2001,
2000 and 1999

Consolidated Statements of Cash Flows for the years ended December 31, 2001,
2000 and 1999

Consolidated Statements of Shareowners' Equity for the years ended December 31,
2001, 2000 and 1999

Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

SCHEDULE SUPPORTING FINANCIAL STATEMENTS:

   Schedule
    Number

      II        Valuation and Qualifying Accounts for the years ended
                December 31, 2001, 2000 and 1999


All other schedules have been omitted as not applicable.


                                       24



              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To Delta Air Lines, Inc.:

We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Delta Air
Lines, Inc.'s annual report to shareowners incorporated by reference in this
Form 10-K and have issued our report thereon dated January 23, 2002. Our audits
were made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the accompanying index is the responsibility of
the company's management, is presented for purposes of complying with the
Securities and Exchange Commission's rules, and is not part of the basic
financial statements. The schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic consolidated financial statements taken
as a whole.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 23, 2002


                                       25




                                                                     SCHEDULE II

                              DELTA AIR LINES, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
                      FOR THE YEAR ENDED DECEMBER 31, 2001

                              (Amounts in Millions)




                       Column A                                Column B                 Column C             Column D      Column E

                                                                                          Additions
                                                                          ---------------------------------
                                                              Balance at     Charged to   Charged to Other               Balance at
                                                             Beginning of    Costs and        Accounts-     Deductions-    End of
                      Description                               Period        Expenses         Describe      Describe      Period
                      -----------                           --------------  ------------- ----------------- ------------  ----------
                                                                                                           
DEDUCTION (INCREASE) IN THE BALANCE SHEET FROM THE
ASSET TO WHICH IT APPLIES:
     Allowance for uncollectible accounts receivable              $ 31            $18            -            $(6) (a)       $ 43

RESERVE FOR RESTRUCTURING AND
OTHER NONRECURRING CHARGES:                                       $ 56           $115            -             (50)(b)       $ 121


(a)      Represents write-off of accounts considered to be uncollectible, less
         collections.
(b)      Represents payments made.


                                       26




                                                                     SCHEDULE II

                              DELTA AIR LINES, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
                      FOR THE YEAR ENDED DECEMBER 31, 2000

                              (Amounts in Millions)




                       Column A                                Column B                 Column C             Column D      Column E

                                                                                          Additions
                                                                          ---------------------------------
                                                              Balance at     Charged to   Charged to Other               Balance at
                                                             Beginning of    Costs and        Accounts-     Deductions-    End of
                      Description                               Period        Expenses         Describe      Describe      Period
                      -----------                           --------------  ------------- ----------------- ------------  ----------
                                                                                                           
DEDUCTION (INCREASE) IN THE BALANCE SHEET FROM THE ASSET
TO WHICH IT APPLIES:
     Allowance for uncollectible accounts
       receivable                                               $ 39            $ 15              --          $ (23)(a)     $ 31

RESERVE FOR RESTRUCTURING AND OTHER NONRECURRING CHARGES:
                                                                $ 41            $ 22              --          $  (7)(b)     $ 56


(a)      Represents write-off of accounts considered to be uncollectible, less
         collections.
(b)      Represents payments made.


                                       27




                                                                     SCHEDULE II

                              DELTA AIR LINES, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

                              (Amounts in Millions)



                       Column A                                Column B               Column C              Column D      Column E

                                                                                      Additions
                                                                          ---------------------------------
                                                              Balance at     Charged to   Charged to Other               Balance at
                                                             Beginning of    Costs and        Accounts-     Deductions-    End of
                      Description                               Period        Expenses         Describe      Describe      Period
                      -----------                           --------------  ------------- ----------------- ------------  ----------
                                                                                                           
DEDUCTION (INCREASE) IN THE BALANCE SHEET FROM THE
ASSET TO WHICH IT APPLIES:

     Allowance for uncollectible accounts receivable
                                                                 $ 39           $ 17             --            $ (17) (a)    $ 39

RESERVE FOR RESTRUCTURING AND OTHER NONRECURRING CHARGES:
                                                                 $ 39           $ 21             --            $ (19) (b)    $ 41


(a)      Represents write-off of accounts considered to be uncollectible, less
         collections.
(b)      Represents payments made.


                                       28


                                  EXHIBIT INDEX

         3.1.     Delta's Certificate of Incorporation (Filed as Exhibit 3.1 to
Delta's Quarterly Report on Form 10-Q for the quarter ended September 30,
1998).*

         3.2.     Delta's By-Laws (Filed as Exhibit 3.2 to Delta's Annual Report
on Form 10-K for the year ended June 30, 2000).*

         4.1.     Rights Agreement dated as of October 24, 1996, between Delta
and First Chicago Trust Company of New York, as Rights Agent, as amended by
Amendment No. 1 thereto dated as of July 22, 1999 (Filed as Exhibit 1 to Delta's
Form 8-A/A Registration Statement dated November 4, 1996, and Exhibit 3 to
Delta's Amendment No. 1 to Form 8-A/A Registration Statement dated July 30,
1999).*

         4.2.     Certificate of Designations, Preferences and Rights of Series
B ESOP Convertible Preferred Stock and Series D Junior Participating Preferred
Stock (Filed as part of Exhibit 3.1 of this Form 10-K).

         4.3.     Indenture dated as of March 1, 1983, between Delta and The
Citizens and Southern National Bank, as trustee, as supplemented by the First
and Second Supplemental Indentures thereto dated as of January 27, 1986 and May
26, 1989, respectively (Filed as Exhibit 4 to Delta's Registration Statement on
Form S-3 (Registration No. 2-82412), Exhibit 4(b) to Delta's Registration
Statement on Form S-3 (Registration No. 33-2972), and Exhibit 4.5 to Delta's
Annual Report on Form 10-K for the year ended June 30, 1989).*

         4.4.     Third Supplemental Indenture dated as of August 10, 1998,
between Delta and The Bank of New York, as successor trustee, to the Indenture
dated as of March 1, 1983, as supplemented, between Delta and The Citizens and
Southern National Bank of Florida, as predecessor trustee (Filed as Exhibit 4.5
to Delta's Annual Report on Form 10-K for the year ended June 30, 1998).*

         4.5.     Indenture dated as of April 30, 1990, between Delta and The
Citizens and Southern National Bank of Florida, as trustee (Filed as Exhibit
4(a) to Amendment No. 1 to Delta's Registration Statement on Form S-3
(Registration No. 33-34523)).*

         4.6.     First Supplemental Indenture dated as of August 10, 1998,
between Delta and The Bank of New York, as successor trustee, to the Indenture
dated as of April 30, 1990, between Delta and The Citizens and Southern National
Bank of Florida, as predecessor trustee (Filed as Exhibit 4.7 to Delta's Annual
Report on Form 10-K for the year ended June 30, 1998).*

         4.7.     Indenture dated as of May 1, 1991, between Delta and The
Citizens and Southern National Bank of Florida, as Trustee (Filed as Exhibit 4
to Delta's Registration Statement on Form S-3 (Registration No. 33-40190)).*


                                       29



         4.8.     Credit Agreement dated as of May 2, 1997, by and among Delta,
Certain Banks and NationsBank, N.A. (South), as Agent Bank (Filed as Exhibit 4.7
to Delta's Annual Report on Form 10-K for the year ended June 30, 1997).*

         4.9.     First Amendment dated as of October 27, 2000, to Credit
Agreement dated as of May 2, 1997, by and among Delta, Certain Banks and Bank of
America, N.A., successor to NationsBank, N.A. (South), as Agent Bank (Filed as
Exhibit 4.1 to Delta's Current Report on Form 8-K dated November 7, 2000).*

         4.10     Second Amendment dated as of November 9, 2001, to Credit
Agreement dated as of May 2, 1997, by and among Delta, Certain Banks and Bank of
America, N.A., successor to NationsBank, N.A. (South), as Agent Bank (Filed as
Exhibit 99.1 to Delta's Current Report on Form 8-K dated December 4, 2001).*

         4.11.    Note Purchase Agreement dated February 22, 1990, among the
Delta Family-Care Savings Plan, as Issuer, Delta, as Guarantor, and Various
Lenders relating to the Guaranteed Serial ESOP Notes (Filed as Exhibit 10 to
Delta's Current Report on Form 8-K dated April 25, 1990).*

         4.12.    Amendment No. 1 dated July 27, 1999, to the Note Purchase
Agreement dated February 22, 1990, among the Delta Family-Care Savings Plan, as
Issuer, Delta, as Guarantor, and Various Lenders relating to the Guaranteed
Serial ESOP Notes (Filed as Exhibit 4.11 to Delta's Annual Report on Form 10-K
for the year ended June 30, 1999).*

         4.13.    Indenture of Trust dated as of August 1, 1993, among Delta,
Fidelity Management Trust Company, as ESOP Trustee, and Wilmington Trust
Company, as Trustee, relating to the Guaranteed Serial ESOP Notes (Filed as
Exhibit 4.12 to Delta's Annual Report on Form 10-K for the year ended June 30,
1993).*

         4.14.    Indenture dated as of December 14, 1999, between Delta and The
Bank of New York, as Trustee, relating to $500 million of 7.70% Notes due 2005,
$500 million of 7.90% Notes due 2009 and $1 billion of 8.30% Notes due 2029.
(Filed as Exhibit 4.2 to Delta's Registration Statement on Form S-4
(Registration No. 333-94991)).*

         Delta is not filing any other instruments evidencing any indebtedness
because the total amount of securities authorized under any single such
instrument does not exceed 10% of the total assets of Delta and its subsidiaries
on a consolidated basis. Copies of such instruments will be furnished to the
Securities and Exchange Commission upon request.

         10.1.    Sixth Amended and Restated Limited Partnership Agreement of
WORLDSPAN, L.P. dated as of April 30, 1993 (Filed as Exhibit 10.6 to Delta's
Annual Report on Form 10-K for the year ended June 30, 1993).*

         10.2.    Form of Non-Qualified Stock Option Award Agreement, dated
January 25, 1996, under Delta's 1989 Stock Incentive Plan (Filed as Exhibit
10.17 to Delta's Annual Report on Form 10-K for the year ended June 30, 1996).*


                                       30



         10.3.    Form of Non-Qualified Stock Option Award Agreement, dated July
27, 2000, under Delta's 1989 Stock Incentive Plan (Filed as Exhibit 10.6 to
Delta's Annual Report on Form 10-K for the year ended June 30, 2000).*

         10.4.    Form of Performance-Based Restricted Stock Award Agreement
under Delta's 1989 Stock Incentive Plan. (Filed as Exhibit 10.7 to Delta's
Annual Report on Form 10-K for the year ended June 30, 2000.)*

         10.5.    Delta 2000 Performance Compensation Plan (Filed as Appendix A
to Delta's Proxy Statement dated September 15, 2000).*

         10.6.    Forms of Executive Retention Protection Agreements for Certain
Officers (Filed as Exhibit 10.16 of Delta's Annual Report on Form 10-K for the
year ended June 30, 1997).*

         10.7.    Employment Agreement dated as of August 14, 1997, between
Delta and Leo F. Mullin (Filed as Exhibit 10.1 to Delta's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997).*

         10.8.    Non-Qualified Stock Option Award Agreement dated October 27,
1999, between Delta and Leo F. Mullin under Delta's 1989 Stock Incentive Plan
(Filed as Exhibit 10.16 to Delta's Annual Report on Form 10-K for the year ended
June 30, 2000).*

         10.9.    Employment Agreement dated June 5, 1998, between Delta and
Frederick W. Reid (Filed as Exhibit 10.20 to Delta's Annual Report on Form 10-K
for the year ended June 30, 1998).*

         10.10.   Employment Agreement dated September 17, 1998, between Delta
and Robert L. Colman (Filed as Exhibit 10 to Delta's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998).*

         10.11.   1991 Delta Excess Benefit Plan, The Delta Supplemental Excess
Benefit Plan and Form of Senior Officer Excess Benefit Plan Agreement (Filed as
Exhibit 10.18 to Delta's Annual Report on Form 10-K for the year ended June 30,
1992, and Exhibit 10.17 to Delta's Annual Report on Form 10-K for the year ended
June 30, 1998).*

         10.12.   Directors' Deferred Compensation Plan, as amended (Filed as
Exhibit 10.1 to Delta's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001).*

         10.13.   Directors' Charitable Award Program (Filed as Exhibit 10.3 to
Delta's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).*

         10.14.   Delta's Non-Employee Directors' Stock Plan (Filed as Exhibit
4.5 to Delta's Registration Statement on Form S-8 (Registration No. 33-65391)).*

         10.15.   Delta's Non-Employee Directors' Stock Option Plan, as amended
(Filed as Exhibit 10.2 to Delta's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001).*


                                       31



         10.16    Form of Award Agreement dated October 22, 1998 under Delta's
Non-Employee Directors' Stock Option Plan (Filed as Exhibit 10 to Delta's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1998).*

         10.17.   Purchase Agreement No. 2022 between The Boeing Company and
Delta relating to Boeing Model 737-632/-732/-832 Aircraft (Filed as Exhibit 10.3
to Delta's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998).*/**

         10.18.   Purchase Agreement No. 2025 between The Boeing Company and
Delta relating to Boeing Model 767-432ER Aircraft (Filed as Exhibit 10.4 to
Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998).*/**

         10.19.   Letter Agreements related to Purchase Agreements No. 2022
and/or No. 2025 between The Boeing Company and Delta (Filed as Exhibit 10.5 to
Delta's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998).*/**

         10.20.   Aircraft General Terms Agreement between The Boeing Company
and Delta (Filed as Exhibit 10.6 to Delta's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998).*/**

         12.      Statement regarding computation of ratio of earnings to fixed
charges for the years ended December 31, 2001, 2000, 1999, 1998 and 1997.

         13.      Delta's 2001 Annual Report to Shareowners.

         16.      Letter from Arthur Andersen LLP to the Securities and Exchange
Commission.

         23.      Consent of Arthur Andersen LLP.

         24.      Powers of Attorney.
----------------------------
  *Incorporated by reference.
**Portions of this exhibit have been omitted and filed separately with the
Securities and Exchange Commission pursuant to Delta's request for confidential
treatment.


                                       32