SC TO-C

As filed with the Securities and Exchange Commission on May 19, 2003

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)

of the Securities Exchange Act of 1934

DELTA AIR LINES, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $1.50 Per Share

(Title of Class of Securities underlying options)

247361108

(CUSIP Number of Class of Securities)

Robert S. Harkey

Senior Vice President-General Counsel & Secretary

Delta Air Lines, Inc.

Hartsfield Atlanta International Airport

Atlanta, Georgia 30320

TELEPHONE: (404) 715-2600

FACSIMILE: (404) 715-2233

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Person)

Copy to:

Elizabeth G. Wren, Esq.

Kilpatrick Stockton LLP

3500 One Wachovia Center

301 S. College Street

Charlotte, North Carolina 28202

(704) 338-5123

Calculation of Filing Fee*

Transaction valuation*	Amount of Filing Fee
Not Applicable	Not Applicable

* No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

[   ]	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
	Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: Not Applicable	Filing Party: Not Applicable
Form or Registration No.: Not Applicable	Date Filed: Not Applicable

[X]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
[   ]	Third-party tender offer subject to Rule 14d-1.
[X]	Issuer tender offer subject to Rule 13e-4.
[   ]	Going-private transaction subject to Rule 13e-3.
[   ]	Amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer. [   ]

2

Attached is an article appearing today in NewsDigest, a Delta publication for employees, regarding a proposed stock option exchange program (the “Exchange Program”).

The article does not constitute an offer to holders of options to purchase Delta Common Stock to exchange their options.

At the time the Exchange Program is commenced, Delta will provide to option holders who are eligible to participate in the Exchange Program written materials explaining the terms, conditions and timing of the Exchange Program. Persons who are eligible to participate in the Exchange Program should read these written materials carefully when they become available because they will contain important information about the Exchange Program. Delta will also post these written materials on its website, www. delta.com, and file the materials with the Securities and Exchange Commission as part of a tender offer statement. Delta shareowners and option holders will be able to obtain these written materials and other documents filed by Delta with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov.

Item 12. Exhibits.

Exhibit No.	Description
99.5	NewsDigest article entitled “Stock Option Exchange Program Gives Employees Choices”, dated May 19, 2003.

3

INDEX TO EXHIBITS

Exhibit No.	Description
99.5	NewsDigest article entitled “Stock Option Exchange Program Gives Employees Choices”, dated May 19, 2003.

4 EX-99.5 3 g83010exv99w5.txt NEWSDIGEST ARTICLE EXHIBIT 99.5 Stock option exchange program gives employees choices by Russell Cason Later this month, Delta will offer a stock option exchange program to eligible employees. This program will give employees an opportunity to exchange their existing stock options for a fewer number of replacement options granted at a later date with a new exercise price. An exercisable stock option gives holders the right to buy a specified number of shares of stock at a fixed exercise price during a specified period. Delta options with a price of $25 or more and granted from 1995 to 2002 are eligible for this option exchange. The replacement options will be granted at least six months and a day after the existing options are canceled. The new options are expected to be granted in late December 2003. "We're excited about the potential benefit to option holders who decide to participate in the exchange," said Dave Smith, vice president-Global Rewards and Recognition. "It's certainly our hope, following the grant of replacement options with their new exercise price, that the price of Delta common stock will rise and allow employee option holders to realize a gain on the option shares." The replacement options granted to SkyShares option holders may be exercised one year after they are granted. For options granted under the 2000 Performance Compensation Plan (and a prior plan), half of the replacement options may be exercised one year after they are granted and the second half two years after they are granted. When they can be exercised, employees can purchase from Delta the specified number of shares for the exercise price. Delta's Board of Directors and shareowners approved the option exchange program last month. Under the terms of the program, active employees and those on certain short-term leaves who are on the U.S. payroll of Delta or a subsidiary are eligible to participate in the ex-change; but participation is completely voluntary. Detailed information on the option exchange program will be mailed to the homes of eligible Delta employees. They will have about a month to review program materials and exchange their options. If employees decide not to participate in the option exchange program, their existing stock options will not be affected. Options that are not exchanged will retain their current exercise prices and terms. Exercise prices of options eligible for exchange range from approximately $30 to $70 per share. After September 11, Delta's stock price plummeted to as low as $6.10 per share, leaving most stock options with higher exercise prices than the market price of the common stock. In Delta's option exchange program, the fixed exercise price of the replacement options will be the closing price of Delta common stock on the New York Stock Exchange on the date the replacement options are granted. "Delta is making this offer to provide eligible option holders with the benefit of having options with exercise prices that are more in line with the market price of Delta common stock," said Laura Clements, a compensation consultant with Mercer Human Resource Consulting. The primary reason for stock option exchanges reported by most companies, including Delta, is that underwater options - stock options with higher exercise prices than the market price of the common stock - provide little retention or incentive value, she said. Delta's option exchange program is similar to those offered by Apple Computer, Eastman Kodak and Lucent Technologies. "Although there are benefits to a program like this for employee option holders, there are some risks and employees should carefully consider the material that is mailed to them," said Clements. "With the substantial general decline in stock prices for companies, we are seeing a significant increase in companies interested in this type of option repricing. Most companies reprice options to restore the retention and incentive value of options, which link the interests of employees and shareowners." More information on the Option Exchange Program will be available on the HR Employee Connection on DeltaNet. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.5

                                                                    EXHIBIT 99.5



Stock option exchange program gives employees choices

by Russell Cason

Later this month, Delta will offer a stock option exchange program to eligible
employees. This program will give employees an opportunity to exchange their
existing stock options for a fewer number of replacement options granted at a
later date with a new exercise price.

An exercisable stock option gives holders the right to buy a specified number of
shares of stock at a fixed exercise price during a specified period. Delta
options with a price of $25 or more and granted from 1995 to 2002 are eligible
for this option exchange. The replacement options will be granted at least six
months and a day after the existing options are canceled. The new options are
expected to be granted in late December 2003.

"We're excited about the potential benefit to option holders who decide to
participate in the exchange," said Dave Smith, vice president-Global Rewards and
Recognition. "It's certainly our hope, following the grant of replacement
options with their new exercise price, that the price of Delta common stock will
rise and allow employee option holders to realize a gain on the option shares."

The replacement options granted to SkyShares option holders may be exercised one
year after they are granted. For options granted under the 2000 Performance
Compensation Plan (and a prior plan), half of the replacement options may be
exercised one year after they are granted and the second half two years after
they are granted. When they can be exercised, employees can purchase from Delta
the specified number of shares for the exercise price.

Delta's Board of Directors and shareowners approved the option exchange program
last month. Under the terms of the program, active employees and those on
certain short-term leaves who are on the U.S. payroll of Delta or a subsidiary
are eligible to participate in the ex-change; but participation is completely
voluntary.

Detailed information on the option exchange program will be mailed to the homes
of eligible Delta employees. They will have about a month to review program
materials and exchange their options. If employees decide not to participate in
the option exchange program, their existing stock options will not be affected.
Options that are not exchanged will retain their current exercise prices and
terms.

Exercise prices of options eligible for exchange range from approximately $30 to
$70 per share. After September 11, Delta's stock price plummeted to as low as
$6.10 per share, leaving most stock options with higher exercise prices than the
market price of the common stock.




In Delta's option exchange program, the fixed exercise price of the replacement
options will be the closing price of Delta common stock on the New York Stock
Exchange on the date the replacement options are granted.

"Delta is making this offer to provide eligible option holders with the benefit
of having options with exercise prices that are more in line with the market
price of Delta common stock," said Laura Clements, a compensation consultant
with Mercer Human Resource Consulting.

The primary reason for stock option exchanges reported by most companies,
including Delta, is that underwater options - stock options with higher exercise
prices than the market price of the common stock - provide little retention or
incentive value, she said. Delta's option exchange program is similar to those
offered by Apple Computer, Eastman Kodak and Lucent Technologies.

"Although there are benefits to a program like this for employee option holders,
there are some risks and employees should carefully consider the material that
is mailed to them," said Clements. "With the substantial general decline in
stock prices for companies, we are seeing a significant increase in companies
interested in this type of option repricing. Most companies reprice options to
restore the retention and incentive value of options, which link the interests
of employees and shareowners."

More information on the Option Exchange Program will be available on the HR
Employee Connection on DeltaNet.