Mail Stop 3561

								February 6, 2006

BY U.S. MAIL and FACSIMILE  [ (404) 715 - 1400 ]

Mr. Edward H. Bastian
  Executive Vice President and Chief Financial Officer
DELTA AIR LINES, INC.
P.O. Box 20706
Atlanta, Georgia  30320-6001

	Re:	Delta Air Lines, Inc.
		Item 4.01 Form 8-K
		Filed February 3, 2006
		File No. 1-5424

Dear Mr. Bastian:

	We have reviewed the above referenced filing for compliance
with
the requirements with respect to the Item 4.01 disclosures of the
Form 8-K and have the following comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Item 4.01 Changes in Registrant`s Certifying Accountants

1. Upon the filing of your December 31, 2005 Annual Report on Form
10-K, file an amendment to this Item 4.01 Form 8-K disclosing that
your auditor-client relationship with Deloitte & Touche LLP has
effectively ceased.  We assume that Deloitte & Touche, LLP are the
auditors for your fiscal year ended December 31, 2005.  As such,
the
amended Item 4.01 Form 8-K should be updated to disclose the type
of
audit opinion rendered for the two years ended December 31, 2005
and
also to disclose whether or not there were any disagreements with
Deloitte & Touche LLP from January 30, 2006 (i.e., date of
replacement of auditors) through the filing date of your December
31,
2005 Annual Report on Form 10-K.
Edward H. Bastian
Delta Air Lines, Inc.
February 6, 2006
Page 2

2. Further, clarify in the amended Item 4.01 Form 8-K whether your
Audit Committee dismissed Deloitte & Touche, LLP, as implied.  See
Item 304(a)(1)(i) of Regulation S-K.

3. The amendment should be filed within five days after filing
your
December 31, 2005 Annual Report on Form 10-K, and should include
an
updated Exhibit 16 letter from Deloitte & Touche LLP.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Closing

	You may contact the undersigned below at (202) 551-3328, if
you
have questions regarding the above matters.


Sincerely,

								Beverly A. Singleton
								Staff Accountant
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