SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rogers Kenneth C

(Last)

(First)

(Middle)

AIR LINE PILOTS ASSOCIATION DELTA MEC

100 HARTSFIELD CENTER PARKWAY, SUITE 200

(Street)

ATLANTA

30354

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DELTA AIR LINES INC /DE/ [ DAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/31/2008

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock	10/29/2008		A		4,133.529⁽¹⁾	A	⁽¹⁾	4,133.529⁽¹⁾	I⁽¹⁾	Pursuant to the agreement b/w Delta, Delta MEC and NW MEC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. SEE EXPLANATORY NOTE

Remarks:

The original Form 4 reported that the number of shares allocable to Mr. Rogers was not currently determinable. Subsequent to the filing date of the Form 4 the actual number of shares allocable to Mr. Rogers was finalized and is reported in this Amended Form 4. As a result of the merger (the "Merger") between Nautilus Merger Corporation, a wholly-owned subsidiary of Delta, and Northwest Airlines Corporation on October 29, 2008, it is expected that Mr. Rogers will, along with other eligible Delta and Northwest pilots, be entitled to receive shares of Delta common stock or the cash proceeds of the sale thereof pursuant to the terms of an agreement among Delta, the Delta Master Executive Council, the Northwest Master Executive Council and the Air Line Pilots Association, International. Subsequent to the closing of the Merger, Delta will issue for the benefit of eligible Delta and Northwest pilots an aggregate number of shares of Delta common stock equal to 3.5% and 2.38%, respectively, of the outstanding equity capitalization of Delta, each determined on a fully-diluted basis after giving effect to the issuance of Delta common stock to Northwest stockholders in the Merger and an employee equity issuance. Mr. Rogers will have the right to receive a portion of the 3.5% Delta pilot issuance, either in shares of Delta common stock or the cash proceeds of the sale thereof. The number of shares of Delta common stock (or proceeds thereof) that Mr. Rogers is entitled to receive pursuant to the Delta pilot issuance is 4,133.529. Mr. Rogers' acquisition of such shares of Delta common stock is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d).

	Nanci Oliver Sloan as attorney-in-fact for Kenneth C. Rogers	11/13/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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