8-K

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


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): May 28, 2003



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



              Delaware                 1-5424            58-0218548
- -------------------------------------------------------------------------------
    (State or other jurisdiction    (Commission        (IRS Employer
         of incorporation)          File Number)    Identification No.)



                  P.O. Box 20706, Atlanta, Georgia 30320-6001
                     --------------------------------------
                    (Address of principal executive offices)



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

                  Registrant's Web site address: www.delta.com



                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report)





ITEM 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE

Pricing of Convertible Senior Note Offering

Delta Air Lines, Inc. ("Delta") today issued a press release announcing the
pricing of its offering of $300 million aggregate principal amount of 8%
Convertible Senior Notes due 2023, to qualified institutional buyers pursuant to
Rule 144A, and to non-U.S. persons pursuant to Regulation S, under the
Securities Act of 1933, as amended. Delta also granted the initial purchasers of
the notes a 30-day option to purchase up to an additional $50 million principal
amount of the notes. The press release is attached hereto as Exhibit 99.1.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

(C)   EXHIBITS

      Exhibit 99.1   Press Release dated May 28, 2003, titled "Delta Air Lines
                     Prices $300 Million of Convertible Senior Notes".



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                                   SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                         DELTA AIR LINES, INC.


                                   BY:   /s/ Edward H. Bastian
                                         --------------------------
                                         Edward H. Bastian
                                         Senior Vice President - Finance and
                                          Controller




Date:    May 28, 2003


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                                  EXHIBIT INDEX

Exhibit Number                      Description

 Exhibit 99.1  Press Release dated May 28, 2003, titled "Delta Air Lines Prices
               $300 Million of Convertible Senior Notes".


                                       4

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE DISTRIBUTION

CONTACT:       Corporate Communications
               404-715-2554
               Investor Relations
               404-715-6679


         DELTA AIR LINES PRICES $300 MILLION OF CONVERTIBLE SENIOR NOTES

         ATLANTA, MAY 28, 2003 - DELTA AIR LINES (NYSE:DAL) today announced the
pricing of its offering of $300 million aggregate principal amount of
Convertible Senior Notes due 2023, to qualified institutional buyers pursuant to
Rule 144A, and to non-U.S. persons pursuant to Regulation S, under the
Securities Act of 1933, as amended (the "Securities Act"). The sale of the notes
is expected to close on June 2, 2003.

         Delta has granted the initial purchasers of the notes a 30-day option
to purchase up to an additional $50 million principal amount of the notes.

         Interest on the notes will be 8% per annum and will be payable in cash
in arrears semi-annually through June 3, 2023. Each note will be convertible
into Delta common stock at a conversion price of $28 per share (equal to an
initial conversion rate of approximately 35.7143 shares per $1,000 principal
amount of notes), subject to adjustment in certain circumstances. Holders of the
notes may convert their notes only if (i) the price of Delta's common stock
reaches specified thresholds; (ii) the trading price for the notes falls below
certain thresholds; (iii) the notes have been called for redemption; or (iv)
specified corporate transactions occur.

         Delta may redeem all or some of the notes for cash at any time on or
after June 5, 2008, at a redemption price equal to the principal amount of the
notes plus any accrued and unpaid interest to the redemption date. Holders may
require Delta to repurchase the notes on June 3 of 2008, 2013 and 2018, or in
other specified circumstances, at a repurchase price equal to the principal
amount due plus any accrued and unpaid interest to the repurchase date.

         Delta plans to use the net proceeds from the offering for general
corporate purposes.

         This announcement is neither an offer to sell nor the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any sale in any jurisdiction in which such offer, solicitation or sale
is unlawful.

         The notes being offered and the common stock issuable upon conversion
of the notes have not been registered under the Securities Act, or any state
securities laws, and unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws.

         Delta Air Lines, the world's second largest carrier in terms of
passengers carried and the U.S. airline with the most transatlantic
destinations, offers 5,767 flights each day to 425 destinations in 76 countries
on Delta, Song, Delta Express, Delta Shuttle, Delta Connection and Delta's
worldwide partners. Delta is a founding member of SkyTeam, a global airline
alliance that provides customers with extensive worldwide destinations, flights
and services. For more information, please go to delta.com.




         Statements in this news release, which are not historical facts,
including statements regarding Delta's beliefs, expectations, estimates,
intentions or strategies for the future, may be "forward-looking statements"
under the Private Securities Litigation Reform Act of 1995. All forward-looking
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from the plans, intentions, and expectations
reflected in or suggested by the forward-looking statements. For a list of
factors that could cause these differences, see the Form 10-Q that Delta filed
with the SEC on May 15, 2003. Delta has no current intention to update its
forward-looking statements.

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