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):   December 19, 2006

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05424	58-0218548
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

      On December 19, 2006, Delta Air Lines, Inc. (“Delta”) issued a press release announcing the filing of its Plan of Reorganization and related Disclosure Statement with the Bankruptcy Court. On December 19, 2006, Delta also made available additional information regarding the Plan of Reorganization and Disclosure Statement (the “presentation”). The presentation is being released in conjunction with a conference call and webcast on December 19, 2006. Copies of the press release and presentation are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

      On December 19, 2006, Delta also issued a press release outlining key reasons why its Board of Directors rejected the unsolicited merger proposal made by US Airways.  A copy of this press release is being furnished as Exhibit 99.3 to this Current Report on Form 8-K.

      The information furnished in this Form 8-K shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 99.1	Press Release dated December 19, 2006 titled “Delta Files Plan of Reorganization, Intends to Emerge from Chapter 11 in Spring 2007”
Exhibit 99.2	Presentation dated December 19, 2006 titled “Delta Air Lines - Plan of Reorganization”
Exhibit 99.3	Press Release dated December 19, 2006 titled “Delta Says US Airways Proposal Inferior in Value, Structurally Flawed and Cannot be Executed as Claimed”

SIGNATURES

          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
Date: December 19, 2006	Edward H. Bastian Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press Release dated December 19, 2006 titled “Delta Files Plan of Reorganization, Intends to Emerge from Chapter 11 in Spring 2007”
Exhibit 99.2	Presentation dated December 19, 2006 titled “Delta Air Lines - Plan of Reorganization”
Exhibit 99.3	Press Release dated December 19, 2006 titled “Delta Says US Airways Proposal Inferior in Value, Structurally Flawed and Cannot be Executed as Claimed”

EX-99.1

EXHIBIT 99.1

DELTA FILES PLAN OF REORGANIZATION,

INTENDS TO EMERGE FROM CHAPTER 11 IN SPRING 2007

Delta Board of Directors Unanimously Rejects

Unsolicited Merger Proposal from US Airways

Standalone Plan Will Provide Superior Value to Creditors

Faster, With Greater Certainty than US Airways Proposal

ATLANTA, GA December 19, 2006 - Delta Air Lines (“Delta”)(Other OTC: DALRQ) today announced that its Board of Directors has unanimously concluded that the Company’s creditors, as well as its other stakeholders, are best served by moving forward with the Company’s standalone Plan of Reorganization (the “Plan”). Accordingly, the Company today filed its standalone Plan and a related Disclosure Statement (“the Disclosure Statement”) with the U.S. Bankruptcy Court for the Southern District of New York. The Company intends to emerge from Chapter 11 in the spring of 2007.

The Disclosure Statement includes an overview of Delta’s five-year business plan, which is intended to enable Delta to maintain and improve its competitive cost structure, to further strengthen its financial position and to achieve a profitable, long-term future. In particular, the business plan projects that Delta will achieve significant increases in cash flow, operating margin and net income, driven by the Company’s success in increasing revenue, reducing costs and lowering debt.

The Disclosure Statement also includes a valuation analysis prepared by Delta’s financial advisor, The Blackstone Group, which estimates a consolidated equity value for the Company of approximately $9.4 billion to $12.0 billion. These values would result in a recovery for Delta’s unsecured creditors of approximately 63% to 80% of their allowed claims, subject to certain assumptions and adjustments as detailed in the Plan.ⁱ

Delta also announced today that its Board of Directors, with the full support of the Company’s management team, has unanimously rejected the unsolicited merger proposal made by US Airways (NYSE:LCC) on November 15, 2006 (the “US Airways proposal”). The Board concluded that Delta’s standalone Plan will provide the Company’s creditors with superior value and greater certainty on a much faster timetable than the US Airways proposal. As detailed below, the US Airways proposal: is structurally flawed and cannot be executed as claimed due to overwhelming antitrust and labor issues; would harm consumers and communities due to its substantial anticompetitive effects; relies on claimed synergies that are premised on flawed economic assumptions; would burden the combined company with a precariously high debt load; and would reverse Delta’s progress and erode the value of the Delta brand. Finally, US Airways continues to experience significant integration problems and has not completed its prior, smaller merger with America West - it is not equipped to simultaneously integrate a substantially larger company.

Jerry Grinstein, Delta’s chief executive officer, said, “Our progress over the past year attests to the strength of the Delta brand and the resolve of our 45,000 people who are transforming this company through their hard work. Delta is well along in the process of a top to bottom transformation - implementing changes that have made a vast improvement in our performance. Our plan for a fundamentally new and different airline is working and is creating real value. We will emerge as a thoroughly new Delta that will be a strong global carrier with a solid foundation for profitable growth in a highly competitive environment.”

Business Plan

Delta’s business strategy touches all facets of Delta’s operations - the destinations Delta will serve, the way Delta will serve its customers, and the aircraft Delta will operate - in order to earn customer preference and continue to improve revenue performance.

The five-year business plan projects:

· Operating margins from 8.0% in 2007 to 10.5% in 2010;

· EBITDAR margins from 15.7% in 2007 to 17.8% in 2010 (EBITDAR is earnings before interest, taxes, depreciation, amortization and aircraft rent);

· Over 50% reduction in net long-term debt, from approximately $17 billion in 2005 to approximately $7.5 billion in 2007;ⁱⁱ and

· A return to profitability in 2007 and an increase in net income, after profit sharing, from approximately $500 million in 2007 to approximately $1.2 billion in 2010.

Edward Bastian, Delta’s executive vice president and chief financial officer, said, “Our business plan is designed to further build on the momentum we have achieved through the successful implementation of our restructuring initiatives. The plan targets best-in-class cost performance which, coupled with continued improvement in revenue performance, will generate the cash flow necessary to reinvest in our operations. The strategy is also designed to enable Delta to generate the strong and stable operating margins with a significantly improved balance sheet necessary to enable us to weather future volatility in the airline industry.”

Restructuring Progress

In September 2005, Delta introduced a comprehensive restructuring plan to realize $3 billion in annual financial improvements by the end of 2007. As of September 30, 2006, the Company had achieved 85% of the $3 billion goal and had $2.8 billion of cash equivalents and short-term investments.

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As a result of its ongoing restructuring initiatives, Delta has considerably strengthened its financial condition, with performance among the best in the industry. Key milestones achieved in the past year include the following:

· For the first nine months of 2006, Delta’s length of haul adjusted passenger unit revenue increased 19% versus the prior year. During the same period, the rest of the airline industry's passenger unit revenue increased 12.6% versus the prior year.ⁱⁱⁱ

· Delta achieved the lowest cost structure of network carriers and continued to close the gap with low-cost carriers during the third quarter of 2006.

· Delta was ranked in the top two of all network carriers in overall customer service by J.D. Power and Associates in 2006. In the survey, the Company ranked first for customer services across three metrics - aircraft condition/cleanliness, boarding/deplaning/baggage, and flight crew.

· Delta has announced the recall of more than 1,250 flight attendants, approximately 330 pilots and 900 maintenance employees.

“Customers are choosing Delta in increasingly greater numbers due to the many in-flight and on-the-ground product and service enhancements that are making our airline even more convenient and enjoyable,” said Jim Whitehurst, Delta’s chief operating officer. “Having right-sized our domestic capacity, we continue to implement a profitable global expansion. We now serve more destinations than any other carrier, with Delta and Delta Connection providing service to more than 300 airports worldwide. In 2006, Delta added nearly 70 new international routes while increasing passenger unit revenues -- a remarkable feat given the significant capacity we added to those markets. We will continue our profitable international expansion in 2007.”

Plan of Reorganization

The Disclosure Statement filed today includes an overview of Delta’s restructuring progress and other information about the Company, a description of distributions to creditors and an analysis of the Plan's feasibility, as well as many of the technical matters required for the Chapter 11 exit process, such as descriptions of who will be eligible to vote on the Plan and the voting process.

Under the Plan, unsecured creditors generally will receive distributions of new Delta common stock to settle their claims. Current holders of Delta common stock will receive no distribution, and those securities will be canceled upon the effective date of the Plan. Delta has said for some time that the Company expected its common stock would not have any value under any Plan of Reorganization the Company might propose.

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The Plan contemplates rolling Delta’s debtor-in-possession financing of approximately $2.1 billion into a new financing package that would go into effect when Delta emerges from Chapter 11. Delta has received multiple proposals with competitive terms and conditions for this exit financing.

Court approval of the adequacy of the Disclosure Statement will allow Delta to begin solicitation of votes for confirmation of the Plan of Reorganization.

The Plan and Disclosure Statement filed today may be viewed at www.deltadocket.com.

US Airways Proposal

The Company outlined in a separate press release issued today several of the concerns that Delta’s Board and management believe pose insurmountable hurdles to the proposed US Airways transaction, including:

· The transaction is not likely to receive antitrust clearance from regulators because it would negatively impact consumers and their communities. The US Airways proposal would be subject to a lengthy Department of Justice review process, during which Delta would be forced to remain in bankruptcy.

· There are overwhelming labor issues that would preclude the combination from attaining the claimed synergies. The Delta unit of the Air Line Pilots Association, the union representing Delta’s more than 6,000 pilots, has said - and Delta agrees - that Delta’s pilot contract would prohibit the combined company from implementing capacity reductions that US Airways asserts are the economic foundation of the proposed transaction.

· The flawed economic assumptions underpinning the “synergies” in the US Airways proposal would result in vastly lower value than US Airways claims.

· The combined company would have the highest total debt load in the airline industry - approximately $23 billion - which would seriously limit its financial flexibility and ability to withstand the volatility of the industry.

· The proposal’s domestic-focused strategy, which calls for a significant reduction in service and would result in a decline in service quality, would reverse Delta’s progress and erode the value of its brand.

· US Airways continues to experience significant integration problems and has not completed its prior, smaller merger with America West. It is not equipped to simultaneously integrate a substantially larger company

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A separate press release and additional information about Delta’s detailed analysis of the US Airways proposal can be accessed at Delta.com/restructure. Additional information about customer, community and employee reaction to the proposal can be accessed at KeepDeltaMyDelta.org. The Company will host a webcast to discuss the filing of its Plan of Reorganization and Board of Directors’ rejection of the US Airways proposal this morning at 8:30am today. It can be accessed at Delta.com/investors.

Footage of Jerry Grinstein, chief executive officer, commenting on today’s news, and B-roll material can be accessed from 8:30 am to 9:00 am Eastern at:

Satellite:	Galaxy 3C-C3
Band:	C Analog
Downlink Frequency:	3760 Horizontal
Audio:	6.2L/6.8R
Orbital Slot:	95 Degrees West

About Delta

Delta Air Lines (Other OTC: DALRQ) offers customers service to more destinations than any global airline with Delta and Delta Connection carrier service to 303 destinations in 52 countries. With more than 50 new international routes added in the last year, Delta is America’s fastest growing international airline and is a leader across the Atlantic with flights to 31 trans-Atlantic destinations. To Latin America and the Caribbean, Delta offers more than 400 weekly flights to 56 destinations. Delta's marketing alliances also allow customers to earn and redeem SkyMiles on more than 14,000 flights offered by SkyTeam and other partners. Delta is a founding member of SkyTeam, a global airline alliance that provides customers with extensive worldwide destinations, flights and services. Including its SkyTeam and worldwide codeshare partners, Delta offers flights to 459 worldwide destinations in 97 countries. Customers can check in for flights, print boarding passes and check flight status at delta.com.

Statements in this news release that are not historical facts, including statements regarding our 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.  All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements.  These risks and uncertainties include, but are not limited to, the actions and decisions of our creditors and other third parties with interests in our Chapter 11 proceedings; our ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted from time to time; our ability to prosecute, confirm and consummate the plan of reorganization with respect to the Chapter 11 proceedings and to consummate all of the transactions contemplated by the plan of reorganization or upon which consummation of such plan may be conditioned; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for us to propose and confirm one or more plans of reorganization, to appoint a Chapter 11 trustee or to convert the cases to Chapter 7 cases; our ability to obtain and maintain normal terms with vendors and service providers; our ability to maintain contracts that are critical to our operations; our ability to maintain adequate liquidity to fund and execute our business plan during the Chapter 11 proceedings and in the context of the plan of reorganization and thereafter; our ability to comply with financial covenants in our financing agreements; labor issues; our ability to implement our business plan successfully; the cost of aircraft fuel; pension plan funding obligations; interruptions or disruptions in service at one of our hub airports; our increasing dependence on technology in our operations; our ability to retain management and key employees; restructurings by competitors; the effects of terrorist attacks; and competitive conditions in the airline industry.

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Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in Delta’s Securities and Exchange Commission filings, including its Form 10-K, filed on March 27, 2006 and its Form 10-Q, filed on November 9, 2006.

The risks and uncertainties and the terms of any reorganization plan ultimately confirmed can affect the value of our various pre-petition liabilities, common stock and/or other securities.  No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these liabilities or securities.

We believe that our currently outstanding common stock will have no value and will be canceled under the plan of reorganization, and that the value of our various pre-petition liabilities and other securities is highly speculative.  Accordingly, we urge that caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.  Investors and other interested parties can obtain information about Delta’s Chapter 11 filing on the Internet at delta.com/restructure. Court filings and claims information are available at deltadocket.com.  Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of December 19, 2006, and which Delta has no current intention to update.

None of the statements in this news release is a solicitation of votes for or against any plan of reorganization. Any such solicitation will only be made through a disclosure statement approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

Contacts:

Media - Delta Corporate Communications

(404) 715-2554

Financial Community - Delta Investor Relations

(404) 715-6679

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ⁱ These recoveries are based on an assumed consolidated claims pool of $15 billion, which is subject to change; adjustments include the relative valuation of Delta and Comair and the intended equity compensation programs.

ⁱⁱ Reconciliation of GAAP financial measures to Non-GAAP financial measures:

(in millions)	June 30, 2005
Long-term debt and capital leases				$	14,082
Aircraft rent for the six months ended	$	647
Multiplied by 7		7
Implied aircraft debt					4,529
Adjusted total debt				$	18,611
Less:
Cash and cash equivalents		(1,341	)
Short-term investments		(330	)
Total cash and cash equivalents and short-term investments					(1,671	)
Adjusted net debt				$	16,940

ⁱⁱⁱ Delta presents length of haul adjusted passenger unit revenue (PRASM) because management believes this provides a more meaningful comparison due to changes in Delta’s route network. A reconciliation of this measure to comparable GAAP measures is included below:

(in cents)	For the Nine Months Ended September 30, 2006	For the Nine Months Ended September 30, 2005
PRASM	10.63	9.30
Length of haul adjustment to industry average for applicable period	(0.37)	(0.65)
Length of haul adjusted PRASM	10.26	8.65

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EX-99.2

EXHIBIT 99.2

Delta Air Lines -Plan of Reorganization December 19, 2006

Safe Harbor This presentation contains various forward-looking statements which represent the company’s estimates or expectations regarding future events. All forward-looking statements involve a number of risks and uncertainties that could cause the actual results to differ materially from the projected results. Additional information is contained in Delta's Securities and Exchange Commission filings, including its Form 10-K filed with the SEC on March 27, 2006 and its Form 10-Q filed on November 9, 2006. 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 presentation, and which Delta has no current intention to update In this presentation, we will discuss certain non-GAAP financial measures in talking about our company’s performance. You can find the reconciliation of those measures to comparable GAAP measures in the appendix of this presentation. None of the statements contained herein are a solicitation of votes for or against any plan of reorganization. Any such solicitation shall only be made through a disclosure statement approved by Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

Agenda • Opening Statement Jerry Grinstein • Transformation Overview Ed Bastian • Financial Plan Ed Bastian • Business Strategy Jim Whitehurst • Response to US Airways proposal Jerry Grinstein

Transformation Overview Ed Bastian Chief Financial Officer

Standalone Plan Creates Significant Value • In the past 15 months, Delta has delivered on its commitments-Created financial stability-Transformed business model • Plan of reorganization positions Delta as a strong competitor on a standalone basis • Performance achieved through best-in-class CASM performance, coupled with dramatic improvement in unit revenues • Result is a plan that creates substantial value for our creditors and future shareholders • The value of the standalone plan is far superior to that offered by US Airways-Delta’s Board of Directors has rejected the US Airways’ proposal

We are Delivering on our Commitments …having significant impact Three pillars of Delta’s Transformation plan ... Closing RASM Gap • Right-size domestic capacity • Greater international mix • Improved operations and customer service 1 Repair Balance Sheet • Improved liquidity • Unsecured debt, fleet & facility restructuring 2 Best-in-Class Costs • Improved productivity • Streamlined fleet • Renegotiated contracts 3 • Closing gap from 86% of industry average to 94%...will achieve industry parity by 2008 • Reduction of net debt from $17B to $7.6B in 2007…with continued reduction in future years • Eliminated approximately $2B from cost structure; best-in-class unit costs

6 Transformation progress…• Closing the revenue gap • Best-in-class cost structure • Top-tier operational performance • Award winning customer service • Highly engaged workforce…driving substantial financial improvement9 months ended 9/30/06 YOY change in operating income(1)($M)We Have Achieved Great Progress Against Our Transformation Plan (1) SEC filings, Jan-Sep 2006 vs. Jan-Sep 2005 584 508 461 393 175 21 (16) 1,308 1,378

We Have Significant Momentum from Restructuring Efforts Net Income ($B)$1.9B improvement RASM / CASM Non-Fuel YOY Improvement1Consolidated RASM Mainline CASM Non-Fuel 13% 5% (1) Comparison of 2006 vs. 2005 (2.2) (0.3) 2005 2006

Financial Strategy Ed Bastian Chief Financial Officer

Positioning Delta for the Future • Achieving superior margins through best-in-class unit cost structure and continued revenue momentum • Strategy balances long-term operating growth with overall credit improvement-Overall debt reduction of 50% from pre-petition levels • Retains sufficient financial liquidity to weather industry volatility-Company’s operations produce sufficient cash flow to support overall debt levels and reinvest in the business • Continuing commitment to unlock shareholder value

10 Key Assumptions in Business Plan (1) Adjusted to exclude fuel taxes for comparative OAL reporting Fuel • $2.00 per gallon in 2007-Price grows 5% per year Non -Fuel CASM • Mainline down 4% in 2007 (6.73 cents) 1 • Target further reductions in future years Costs Revenue Capacity • Grows 1 -2% in 2007-Domestic down 3 -4%-International up approximately 15% • Annual growth in later years of approximately 2 -3% RASM • Grows 4% in 2007 (compared to 1% growth for industry) • Grows approximately 2% in later years

Achieve Best-in-Class Unit Cost Structure Delta’s Mainline Non-Fuel Unit Costs Down 20% From Pre-Restructuring Levels Delta Mainline Non-Fuel Unit Cost (1) (¢) (1) Excluding special and non-cash reorganization items. Delta Non-Fuel CASM adjusted to exclude fuel taxes 8.44 6.73 6 7 8 9 2004 2005 2006 2007

Achieve Best in Class Unit Cost Structure Delta’s Mainline Unit Costs are Best-in-Class of Network Carriers 6.43 6.68 6.72 7.55 7.86 7.92 September Quarter 2006 Mainline Stage Length Adjusted Non-Fuel CASM (1,2)(¢) (1)Excluding special and non-cash reorganization items. Delta Non-Fuel CASM adjusted to exclude fuel taxes (2) Adjusted to Delta’s September quarter 2006 stage length of 1,229 miles (3) Excluding effects of terminated pilot pension plan Source:OAL press releases

Restore Financial Stability Positioned To Compete On A Standalone Basis (6.9) 2.4 8.0 10.1 9.9 10.5 (8) (6) (4) (2) 0 2 4 6 8 10 12 2005 2006 200 72008 2009 2010 (%) Operating Margin 1,952 2,900 3,457 3,616 3,870 696 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 2005 2006 2007 2008 2009 2010 0 2 4 6 8 10 12 14 16 18 20 ($M) EBITDAR/EBITDAR margin (%) Note: Includes profit sharing of $196M in 2007, $329M in 2008, $363M in 2009 and $457M in 2010

Plan Allows for $6 Billion Reinvestment in the Business Strong Cash Flow From Operations Provides for Reinvestment While Strengthening Balance Sheet (500) 0 500 1,000 1,500 2,000 2,500 3,000 3,500 2005 2006 2007 2008 2009 2010 ($M) Cash from Operations Cash Capex and Scheduled Debt Maturities

Plan Reduces Net Debt by More Than 50% 18.6 10.3 10.9 10.9 16.9 7.8 7.6 6.2 0 2 4 6 8 10 12 14 16 18 20 6/30/05 2006 2007 2008 ($B)Adjusted total debt (1) Adjusted net debt (2)(1)Includes on-balance sheet debt plus 7x LTM aircraft rent(2)Includes on-balance sheet debt plus 7x LTM aircraft rent reduced by cash, cash equivalents and short-term investments Net Debt Reduced From $17 Billion in 2005 to $7.6 Billion in 2007Adjusted debt ($B)

Plan Improves Credit Measures to Industry Leading Status 16YE 2007 3.7 3.0 2.0 1.9 1.8 1.7 5.8 6.2 7.6 9.4 9.9 13.0 (1) Includes on-balance sheet debt plus 7x LTM aircraft rent reduced by cash, cash equivalents and short-term investments Note All comparables as of LTM 9/30/06; excl. Non-recurring items YE 2008YE 2008 YE 2007EBITDAR Coverage Adjusted Net Debt(1)($B)…Which further reduces our net debt and improves the balance sheet Transformation success drives superior cash flow…

• Valuation prepared by The Blackstone Group-Consolidated forecast for 2007 through 2010 • Consolidated enterprise value is estimated to be $18.2B to $20.8B • Consolidated equity value is estimated to be $9.4B to $12.0B • Valuation strongly supports Delta claim recoveries of 63 to 80 cents on the dollar-Assumes a consolidated claim pool of $15 billion • Valuation methodologies applied included comparable company analyses (including EBITDAR and revenue-based multiples) and discounted cash flow analyses • For the forecast period, NOL valued at $1.6B -$1.7B Plan Provides Strong Value for Creditors

Delta on Track for Timely Emergence • Successful restructuring achieved-On track to emerge from Chapter 11 in Spring 2007 • Considerable momentum-Management team delivering on its commitments • Significant value has been created for all stakeholders-Confirmed by valuation and recovery

Business Strategy Jim Whitehurst Chief Operating Officer

Summary • Capacity reallocation driving superior RASM performance-Moving wide body aircraft from domestic to international -Right-sizing domestic hubs • Building a foundation for long term success-Investments in our product and our people driving superior customer satisfaction-Excelling at the basics at core of operations strategy • While RASM improvement is leading the industry, further upside remains-Maturation of 2006 route allocations-Revenue benefits of customer satisfaction increases-Fleet additions and modifications will improve existing routes and open new nonstop markets

Significant Domestic Capacity Rationalization Achieved • Domestic capacity rationalization a major component of Delta’s business plan • Delta reducing domestic capacity while rest of industry (1) growing (DL -13% vs. +3%) YOY change in domestic capacity (%) (13) (3) (1) 0 2 4 5 11 (1) Industry defined as carriers shown on page Source: November 2005 vs. November 2006 OAG, ASMs

22 Hub Restructuring Builds Foundation For Future Improvements Year Over Year Change in Capacity and RASM (%) Source: Internal Analysis (October 2006 vs. October 2005); Domestic and International Atlanta • Profitable international growth in Atlanta and NYC driving RASM improvement • Restructuring in Cincinnati and Salt Lake City driving substantial RASM increases • Profitable international growth in Atlanta and NYC driving RASM improvement • Restructuring in Cincinnati and Salt Lake City driving substantial RASM increases Los Angeles ASMs RASM Salt Lake City ASMs RASM (5) 16 (16) 21 Cincinnati ASMs RASM (30) 23 New York-JFK ASMs RASM ASMs RASM 10 20 55

Hub and Gateway Portfolio Well Balanced Salt Lake City • Strong western flows • Increase destinations to 100+ Cincinnati • Strong Midwest flows • Newly optimized to balance local and flow demand New York-JFK •Service to five continents • Increasing domestic connectivity • Upgraded transcon product Los Angeles •New domestic markets in the east and west • Western gateway to Latin America Atlanta • More flights to more destinations than any other hub • #1 transatlantic gateway • Service to five continents • Improved connectivity • Upgraded transcon product

24 Delta had most improved RASM performance…Source: SEC filings, ATA, Length-of-haul adjusted RASM Performance Accelerating…and Delta’s gap to industry closing 2005 2006 Passenger RASM as % of Industry (length of haul adjusted)Mainline RASM performance (3Q 06 vs. 3Q 05, % change)17.1 10.0 9.4 9.2 9.2 9.2 8.4 6.2 3.7 75 80 85 90 95 100 Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct(%)

25 Substantial Pipeline of Network Initiatives • Atlanta Restructuring (Winter)-Improves connectivity while remaining depeaked • New York-JFK International Bank Split (Spring)-Increases connectivity while improving operational performance • Performance Upgrades-767-300 ETOPs (1)conversions provide flexibility for international, Hawaii backfill-12+ Hour 767-300ER for new, unserved international markets • Domestic to International Conversions-767-400ER continue domestic down-gauge • New Fleets, New Capabilities - 737-700 to provide improved mission capabilities / operational performance - 777-200LR for ultra long-haul markets - 757-ETOPs(1)to down-gauge some international markets and provide profitable expansion into new markets Hubs Fleet(1)Extended Twin-Engine Operations Initiatives, combined with maturation of 2006 route additions, fueling continued revenue momentum Initiatives, combined with maturation of 2006 route additions, fueling continued revenue momentum

26 Capacity Diversification Fundamental to Delta’s Plan Domestic / International Capacity Mix Less reliance on domestic markets Europe Latin/Caribbean Asia, Middle-East, Africa 27% 3% 28% 22% 70% 50% More diversification of international capacity 0 10 20 30 40 50 60 70 80 90 100 2005 2006 2007E 2008E 2009E 2010E (%) International Domestic 70 50 27 28 32 20 10 20 30 40 50 60 70 80 90 100 2005 2009E (%)Source: Delta internal analysis

World of Profitable Growth Available to Delta 27 • Seeking China route authority • Launching Seoul in 2007 • 777-200LR opens new markets • New reach through expanded code shares Asia/Pacific • Atlanta superior gateway • New markets with Los Angeles gateway • NYC to Caribbean, Central and South America Latin America • First non-stop from North America to Mumbai • First mover advantage to Africa • Long-haul aircraft open Middle East Africa/Middle East/India • Domestic wide bodies funding profitable growth • 757ETOPs (1) opens new markets • First mover advantage to Eastern Europe Transatlantic (1)Extended Twin-Engine Operations

28 Balanced Growth a Cornerstone of Network Strategy Note: Service added or announced from September 2005 through Summer 2007 • Acapulco • Culiacan • Hermosillo • Ixtapa/ Zihuatanejo • La Paz • Leon/Guanajuato • Loreto • Manzanillo • Mazatlan • Merida • Puerto Vallarta • Torreon • ZacatecasMexico • Antigua • Barbados • Guadeloupe • Kingston • Martinique • Puerto Plata • Trinidad & TobagoCaribbean • Budapest • Bucharest • Copenhagen • Dusseldorf • Edinburgh • Kiev • Pisa/Florence • Prague • ViennaEurope • Accra • Dakar • Dubai • Johannesburg • Mumbai • Tel AvivAfrica/Middle East/India • Guayaquil • Managua • Quito • Rio de Janeiro • Roatan • San Pedro SulaCentral & South America • Seeking China route authority • SeoulAsia/Pacific

Investments in our Product Driving Superior Customer Satisfaction • Enhanced shopping on delta.com • Multilingual options • International credit card acceptance • Multilingual kiosks • ATL and JFK facility upgrades • Kiosk deployment throughout the system • New Business Elite cabins, lie flat seats • New interiors • In-seat, live TV • International meal upgrades

30 Best Airline Web Site Best Airport Lounges Source: Business Traveler Magazine, January 2007 Best Frequent Flyer Program Investments in our Product Driving Superior Customer Satisfaction Award Winning Service and Products Award Winning Service and Products

Investments in our People Driving Superior Customer Satisfaction Continuous improvement Leadership engagement(1)Shared Rewards program pays out up to $100 per month/employee for achieving monthly performance goals (2) Velvet Rope Tour brings all Delta employees through a 1-2 day session to discuss Delta’s business plan, to provide a clear understanding of the important role employees play in bringing the brand and Delta service to life and to hear feedback from employees on the Transformation Plan$25M YTD in Shared Rewards (1) • On-time • Completion Factor • Customer Service “Velvet Rope Tour” (2) Performance management

On-Time Ranking Recovered From Atlanta Runway Closure 2006 DL NW FL B6 CO UA US AA AS WN OC TN WB 6U SD LC OA AU AN OV AA B6 NW UA CO US DL DE CA SH P 11 AS CO B6 FL DL 10 FL UA AS B6 AS 9D LA AU AN WA A8 US FL CO UA FL 7B 6A SF LD LC O6 UA US AA AA NW 5C OB 6D LC OU S4 AA WN NW UA UA 3 NW DL WN WN WN 2 WN NW US HP B6 1Q 3Q 2Q 1 2005 2004 Rank ATL Runway Closure Excelling at the Basics Foundation of Operations Strategy

33 Source: J.D. Power and Associates 2006ReservationOverallJ.D. Power Ranking Cost and Fees Score Inflight Service Flight Crew Aircraft Condition/ Cleanliness Boarding/ Deplaning/ Baggage Low Ranking High Delivering Customer Service Excellence2006 J.D. Power recognition

Transforming Our Business • Leisure focused • Right-sized Destination Origin Via • Redeploying widebodies • Removing four fleet types, best-in-class costs • Engaged / motivated workforce • Adding more premium seats, digital entertainment, new interiors • Operating profitable hubs and service to five continents • Domestic oriented • Complex • Commoditized • Over-gauged • Distinctive • Premium offerings • Globally balanced • Streamlined Delta on right flight plan Delta on right flight plan

Response to US Airways proposal Jerry Grinstein Chief Executive Officer

5 Primary Reasons Delta Has Rejected US Airways Proposal • DOJ is not likely to approve the merger • Overwhelming labor and cultural issues • US Airways’ “synergies” based on flawed economic assumptions • Merger would result in the highest debt load in the industry • US Airways would be a poor strategic fit for Delta-Would unwind our transformation progress

37 DOJ is Not Likely to Approve the Merger Source: US Airways merger proposal Combined domestic network Delta’s domestic network The proposal would hurt consumers and communities The proposal would hurt consumers and communities US Airways’ domestic network • Delta/US Airways would have a dominant East Coast presence • Over 2,000 city pairs would be created with over 90%market share • Local market domination would result in fewer flights and higher fares for consumers • Delta/US Airways would have a dominant East Coast presence • Over 2,000 city pairs would be created with over 90%market share • Local market domination would result in fewer flights and higher fares for consumers Delta and US Airways Networks Highly Overlapping

Overwhelming Labor and Cultural Issues • Labor issues present major obstacles in any airline merger...and this transaction presents overwhelming obstacles • US Airways’ labor strategy to keep employee costs below industry average is unrealistic and unsustainable • US Airways’ proposal to reduce Delta flying is prohibited by the Delta-ALPA pilot agreement-Delta pilot agreement protects “scheduled aircraft block hours” at pre-merger levels for Delta pilots-And our pilots have said this is not for sale • Employees firmly oppose this proposed merger

US Airways’ “Synergies” Based On Flawed Economic Assumptions • Network synergies overstated-Based on unrealistic cost reduction assumptions-Fail to account for fundamental improvement in Delta’s performance over the past twelve months • Cost synergies unrealistic-An inappropriate extrapolation of US Airways/America West integration estimates Many “synergies” would not be attained Many unaccounted for negative synergies would destroy value • Labor negative synergies would outweigh other cost synergies-Integration of wage scales, benefits, productivity-Underestimated transition costs • Many network negative synergies unaccounted for-Impact of competitive backfill into major markets vacated from the capacity reduction-Loss of airline alliance value-Impact of reduced customer service

Merger Would Result in the Highest Debt Load in the Industry Reverses Restructuring of Balance Sheet 8.1 11.1 12.4 13.5 18.1 18.6 23.2 Proposed US Airways /Delta Merge Delta 2005 American United Continental Delta Plan US Airways Adjusted Total Debt By Carrier (1) Adjusted total debt($B) (1)Includes on-balance sheet debt plus 7x LTM aircraft rent as of 9/30/06; Delta 2005 data as of 6/30/2005; Delta plan assumes 4/30/07 emergence Source: SEC filings, Company analysis

US Airways Would Be a Poor Strategic Fit for Delta Provides no “new”value • Highly overlapping networks create “synergies” by shrinking -therefore, combination does not offer new value to customers Unwinds progress made against Transformation • Reverses international revenue diversification strategy • Increases fleet complexity • Puts at risk the gains made in operational and customer service performance • Loads up the balance sheet with debt Does not create competitive advantage • Does not close existing gaps in each network (e.g. West Coast, Asia)•Combined entity would be left in a weak strategic position

Non-GAAP to GAAP Reconciliation

Non-GAAP to GAAP Reconciliations The following tables reconcile certain non-GAAP financial measures referred to in this Plan of Reorganization to GAAP. Delta excludes reorganization items, special items and fuel expense because the exclusion of these items is believed to be helpful to investors to evaluate recurring operational performance; the inclusion of these items is not representative of recurring operations and fuel costs have been extremely volatile.

Net Loss Year Ended (in millions )December 31, 2005 Net loss (3,818) $ Items excluded: Pension and related charges 878 Aircraft charges 10 Reorganization items, net 884 Deferred tax reserve (162) Total items excluded 1,610 Net loss excluding reorganization and special items (2,208) $

Mainline Non-Fuel CASM 2004 2005 (in millions) Mainline operating expenses 13,494 $ 14,571 $ Items excluded: Pension and related charges 81 (876) Aircraft charges(40) (10) Total items excluded 41 (886) Mainline operating expenses excluding special items 13,535 13,685 Fuel expense and related taxes (2,568) (3,824) Mainline operating expenses excluding fuel expense and related taxes and special items (1) 10,967 $ 9,861 $ Mainline Available Seat Miles (ASM) (in millions) 129,974 133,935 inline CASM1 0.38 ¢ 10.88 ¢ Items excluded: Pension and related charges 0.06 (0.65) Aircraft charges (0.03) (0.01) Total items excluded 0.03 (0.66) Mainline CASM excluding special items 10.41 10.22 Fuel expense and related taxes (1.97) (2.86) Mainline CASM excluding fuel expense and related taxes and special items (1) 8.44 ¢ 7.36 ¢ Year Ended December 31, (1) Delta presents mainline unit costs excluding fuel expense, special items, and related taxes because management believes (a) high fuel prices during the September 2006 quarter partially mask the progress the company achieved toward its business plan targets and (b) the exclusion of the special items is helpful to investors to evaluate the Company's recurring operational performance.

Mainline Non-Fuel CASM Three Months Ended September 30, 2006(in millions)Mainline operating expenses3,418 $ Fuel expense and related taxes(1,168) Mainline operating expenses excluding fuel expense and related taxes 2,250 Effects of terminated pilot pension plan (71) Mainline operating expenses excluding fuel expense and related taxes and effects of terminated pilot pension plan(1)2,179 $ Available Seat Miles (ASM) (in millions) 33,679 Mainline CASM10.15 ¢ Fuel expense and related taxes (3.47) Mainline CASM excluding fuel expense and related taxes 6.68 Effects of terminated pilot pension plan (0.21) Mainline CASM excluding fuel expense and related taxes and effects of terminated pilot pension plan (1) 6.47 ¢ (1) Delta presents mainline unit costs excluding fuel expense and related taxes because management believes high fuel prices during the September 2006 quarter partially mask the progress the company achieved toward its business plan targets. Management has further reduced unit costs by expenses related to the pilot pension plan because management does not expect to incur these costs in certain future periods.

Operating Loss and Margin Year Ended(in millions) December 31, 2005 Operating Revenue 16,191 $ Operating expenses 18,192 $ Items excluded: Pension and related charges (878) Aircraft charges (10) Total items excluded (888) Operating expenses excluding special items 17,304 $ Operating loss (2,001) $ Items excluded: Pension and related charges 878 Aircraft charges 10 Total items excluded 888 Operating loss excluding special items (1,113) $ Operating Margin-6.9%

EBITDAR / EBITDAR margin Year Ended (in millions) December 31, 2005 Net Loss (3,818) $ Items excluded: Interest expense1,032 Interest income (59) Taxes (41) Depreciation and amortization 1,273 Aircraft rent 541 Total items excluded 2,746 EBITDAR (1,072) Items excluded: Pension and related charges 878 Aircraft charges 10 Reorganization items 884 Other (4) Total items excluded 1,768 EBITDAR excluding reorganization and special items 696 $ Operating revenue 16,191 $ EBITDAR margin excluding reorganization and special items 4.3%

Cash from Operations & Cash Capex and Scheduled Debt Maturities Year Ended(in millions) December 31, 2005 Net cash provided by operations 175 $ Short-term investments (336) Net cash used in operations excluding short-term investments (161) $ Year Ended(in millions) December 31, 2005 Cash flows used in investing activities: Flight equipment additions, including advance payments 570 $ Ground property and equipment, including advance payments 244 Total property and equipment additions814 Items excluded: Aircraft delivered under seller-financing 251 Boston airport terminal project bond expenditures (73) Proceeds from simultaneous purchase and sale of aircraft (417) Proceeds from long-term obligations for aircraft purchases (295) Total items excluded (534) Cash Capex (1) 280 $ Cash flows used in financing activities: Payments on long-term debt and capital leases 1,615 $ Payments on DIP financing 50 Total payments on long-term debt and capital leases 1,665 Items excluded: Repayment of pre-petition credit facilities upon sale of ASA (100) Repayment of pre-petition credit facilities upon issuance of DIP proceeds (980) Prepayment of Amex post-petition facility (50) Total items excluded (1,130) Scheduled debt maturities (1) 535 $ Cash capex and scheduled debt maturities 815 $ (1)Cash capex and scheduled debt maturities represent management's view of cash flows related to capital expenditures and debt maturities during the period.

Adjusted Net Debt (in millions)Long-term debt and capital leases 14,082 $ Aircraft rent for the twelve months ended June 30, 2005 647 $ Multiplied by 77 Implied aircraft debt 4,529 Adjusted total debt (1) 18,611 $ Less: Cash and cash equivalents (1,341) Short-term investments (330) Total cash and cash equivalents and short-term investments (1,671) Adjusted net debt (1) 16,940 $ June 30, 2005 (1) Delta uses adjusted total debt, including aircraft rent, in addition to long-term adjusted debt and capital leases, to present estimated financial obligations. Delta reduces total debt by cash and cash equivalents and short-term investments, to present the amount of additional assets needed to satisfy the debt.

Mainline Length-of-Haul Adjusted Passenger RASM 20062005Mainline passenger revenue (in millions) (1) 3,207 $ 3,022 $ Available Seat Miles (ASMs) (in millions) (1) 33,582 35,040 Mainline passenger RASM 9.55 ¢ 8.62 ¢ LOH adjustment to industry average- (0.47) LOH adjusted passenger RASM 9.55 ¢ 8.15 ¢ % Performance Improvement vs. 200517.1% (1) The above financial measures exclude Charter. Three Months Ended September 30,

Length-of-Haul Adjusted Passenger RASM Jan Feb Mar Apr May Jun Jul Aug Sep Oct (in millions) Passenger revenue 1,081 1,063 1,251 1,324 1,330 1,551 1,569 1,447 1,207 1,278 Accounting Adjustments- - 83 - - - - - - - Passenger revenue excluding special item s1,081 1,063 1,334 ,324 1,330 1,551 1,569 1,447 1,207 1,278 Available Seat Miles (ASMs) (in millions)11,650 10,373 12,466 12,122 12,391 13,138 13,754 13,665 12,126 12,363 (in cents)Passenger RASM9.28 10.25 10.04 10.92 10.73 11.81 11.41 10.59 9.95 10.34 Accounting Adjustments- - 0.66 - - - - - - - Passenger RASM excluding special items 9.28 10.25 10.70 10.92 10.73 11.81 11.41 10.59 9.95 10.34 LOH adjustment to industry average (0.58) (0.62) (0.50) (0.43) (0.36) (0.19) (0.18) (0.20) (0.28) (0.42) LOH adjusted Passenger RASM excluding special items8.70 9.63 10.20 10.49 10.37 11.62 11.23 10.39 9.67 9.92 Industry Passenger RASM9.82 10.35 11.16 11.31 11.18 12.26 12.00 11.32 10.49 10.68 LOH adjusted Passenger RASM as a percentage of industry 89% 93% 91% 93% 93% 95% 94% 92% 92% 93% Sep Oct Nov Dec Passenger revenue (in millions) 1,126 1,190 1,169 1,122 Available Seat Miles (ASMs) (in millions) 12,810 12,941 12,240 12,050 (in cents) Passenger RASM 8.79 9.20 9.55 9.31 LOH adjustment to industry average (0.50) (0.58) (0.64) (0.52) LOH adjusted Passenger RASM 8.29 8.62 8.91 8.79 Industry Passenger RASM9.86 10.05 10.35 9.87 LOH adjusted Passenger RASM as a percentage of industry 84% 86% 86% 89% Note:The above financial measures exclude Charter.2005 2006

EX-99.3

EXHIBIT 99.3

DELTA SAYS US AIRWAYS PROPOSAL INFERIOR IN VALUE, STRUCTURALLY

FLAWED AND CANNOT BE EXECUTED AS CLAIMED

ATLANTA, GA December 19, 2006 - Delta Air Lines (“Delta”) (Other OTC: DALRQ) today outlined key reasons why its Board of Directors rejected the unsolicited merger proposal made by US Airways on November 15, 2006 (the “US Airways proposal”) and concluded that the Company’s standalone Plan of Reorganization (the “Plan”) will provide creditors with superior value as well as a faster recovery and much greater certainty of execution.

After a thorough analysis, the Board concluded that the US Airways proposal of $8.4 billion will result in substantially inferior value for creditors compared with Delta’s standalone Plan, which is estimated by Delta’s financial adviser, The Blackstone Group, to have a consolidated equity value for the Company of approximately $9.4 billion to $12.0 billion. The Plan is discussed in a separate announcement issued today.

Further, the Board determined that the US Airways proposal is structurally flawed, because it:

· Has an unacceptably high risk of not achieving antitrust clearance because the US Airways proposal would harm consumers and communities;

· Has overwhelming labor issues precluding attainment of claimed synergies;

· Depends on achieving “synergies” that are premised on faulty economic assumptions;

· Saddles the company with a precariously high debt load;

· Would reverse Delta’s progress and erode the value of the Delta brand; and

· Would expose Delta to merger-related risks. US Airways continues to experience significant integration problems and has not completed its prior, much smaller merger with America West; it is not equipped to simultaneously integrate a substantially larger company.

Delta Chief Executive Officer Jerry Grinstein said, “Delta today is moving forward with a plan designed to provide significant value to our creditors as well as customers, employees and other key stakeholders on a timely basis. By contrast, the US Airways proposal provides inferior value to our standalone plan, is structurally flawed, and raises overwhelming regulatory and labor issues that - after a lengthy delay - are likely to prevent the proposed merger from being completed. For these reasons, Delta’s Board of Directors has unanimously rejected the proposed transaction. Instead, we will continue to focus on creating value by building an airline that combines a right-sized domestic network and a profitable and expanding international presence with an best-in-class network cost structure and a strong balance sheet.”

The US Airways proposal is not in the best interest of Delta’s creditors and other stakeholders because:

The proposal is not likely to be cleared by the Department of Justice (“DOJ”) because it would hurt consumers and communities. The proposed merger would substantially reduce competition because US Airways and Delta have an extremely high percentage of overlapping routes and hubs. This creates major antitrust concerns and regulatory obstacles that would, at the very least, delay closing of this transaction for a considerable period and likely prevent the transaction from closing at all. A detailed analysis of the antitrust problems relating to the US Airways proposal is contained in a presentation that Delta will be filing today with the Securities and Exchange Commission on Form 8-K and posted on Delta.com/restructure.

Among other things, the merger would create approximately 2,000 city pairs - the relevant measure for DOJ analysis - where the combined airline would have a monopoly passenger share position of over 90%. The proposal would result in over 9,500 city pairs with reductions in competition that create a presumption of market power under DOJ merger guidelines. Delta believes consumers have valid reason for concern, as pricing has gone up, not down, on approximately 6,600 US Airways routes following its merger with America West.

The proposal would also reduce service for Charlotte, Atlanta, Pittsburgh, Salt Lake City, and New York-JFK, among others. In 127 small communities throughout the nation, the merged company would be the dominant or monopoly carrier, a situation likely to result in increased fares. According to Delta’s analysis, attempts to portray low-cost carriers as the cure-all to this concentration of market power are flawed because low-cost carriers have no presence in, and are unlikely to enter, more than 110 U.S. cities where the combined carrier would be the dominant carrier. In addition, the economics in those markets do not match those of other markets low-cost carriers have chosen to enter.

Delta Chief Operating Officer Jim Whitehurst said, “A decrease in service, which is so central to the economics of the US Airways proposal, would have a profound impact. In many small communities that Delta or US Airways serve today, this transaction would result in less service and higher fares. For every market where US Airways lowered fares over the past year, it has increased fares in almost four other markets. Since its merger with America West, US Airways has raised fares more than its competitors have, with US Airways fares increased nearly two times that of other network carriers.”

Overwhelming labor issues would scuttle the proposed transaction. Delta’s employees are voicing their strong opposition to this proposed transaction, and expressing their strong support for Delta’s standalone plan.

The Delta unit of the Air Line Pilots Association (“ALPA”), the union representing Delta’s more than 6,000 pilots, has stated its view that the US Airways proposal would violate the pilots’ collective bargaining agreement. ALPA has publicly said - and Delta agrees - that provisions in the Delta-ALPA contract would prohibit the combined company from implementing the capacity reductions that are the economic foundation of the proposed transaction. Among other things, the contract would prohibit the reduction of scheduled pilot block hours operated by Delta pilots below pre-merger levels, which would make it impossible for the combined company to reduce capacity by 10%. ALPA and Delta also agree that the contract would prohibit the combined company from paying the pilots not to fly. In addition, that and other restrictive provisions of the Delta-ALPA contract would remain in effect for a far greater period of time than presumed by US Airways.

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The proposal’s projected network and cost “synergies” are based on deeply flawed economic assumptions. Delta’s analysis demonstrates that US Airways’ claimed $1.65 billion in synergies and financial benefits from the proposed merger are significantly overstated. US Airways has ignored major negative synergies - “dis-synergies” -- that previous transactions have proven will occur.

The issues resulting from US Airways’ stated need to reduce the network by 10% for the economics of its proposal to work are likely insurmountable, including the loss of approximately 10,000 mainline jobs, 80 mainline aircraft, and nearly 100 regional aircraft.

These measures would trigger significant dis-synergies in the form of higher labor costs and creditor claims that would offset any savings. Merger-related fleet and facility rejections would create incremental bankruptcy claims of more than $1 billion and delay the company’s emergence from Chapter 11 well into 2008 or beyond. Additionally, one-time costs would exceed $1 billion.

Moreover, US Airways apparently has included in its estimates very substantial cost savings that Delta has already achieved.

Delta Executive Vice President and Chief Financial Officer Edward Bastian commented, “We do not believe this proposal will create the most profitable network carrier with the lowest labor costs as US Airways claims. Labor integration and fleet complexity alone would substantially increase costs. The proposal overestimates synergies while downplaying the impact of trying to achieve them at the expense of our people, the traveling public, and the communities we serve.”

The combined company would be saddled with a precariously high total debt load in a fragile industry. Delta’s analysis confirmed that the proposal would result in approximately $23 billion in total debt for the combined entity - versus approximately $10 billion in total debt for a standalone Delta when the Company emerges from Chapter 11.

“If our industry has learned anything, it is that having a precariously high level of debt on the balance sheet is not the way to prudently run an airline, and that dealing with a huge debt burden usually leads to poor employee relations and an inferior product for customers. One thing is certain: while US Airways claimed synergies are illusory and transient, the debt is not,” Bastian said.

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US Airways’ domestic-focused strategy and de-emphasis of premium service would reverse Delta’s progress and greatly dilute the value of its brand. US Airways’ domestic-focused strategy, which is designed to generate profits in the short term by reducing capacity in existing markets and de-emphasizing the quality of the service offering, is short-sighted and not in the best long-term interest of Delta’s customers and the communities it serves. Delta continues to focus on its plan to pursue new international market and revenue opportunities from the solid base of its right-sized domestic network, an appropriate cost structure, and high levels of customer service.

The quality of Delta’s service would suffer if the US Airways proposal were to go forward. A J.D. Power and Associates survey in 2006 indicated that service has suffered across the merged US Airways. In that survey, US Airways ranked last in aircraft condition and flight crew, and next to last in reservations, boarding/deplaning/baggage, and in-flight service, and third from last in customer service. Delta, by contrast, remains at or near the top among network carriers in every significant category, delivering on its commitment to quality customer service.

US Airways continues to experience significant integration problems and has not completed its prior, smaller merger. It is not equipped to simultaneously integrate a substantially larger company. The most recent US Airways Form 10-Q filing contains several examples of problems in the integration of US Airways and America West, including the following statements by US Airways:

· “We have encountered complications and difficulties in integrating some of the Company’s automated systems and have not completed those integration efforts, including efforts to combine our two computerized airline reservation systems...”

· “(HP[America West]/US) face significant challenges in consolidating functions, integrating their organizations, procedures and operations in a timely and efficient manner and retaining key Company personnel. The integration has been and will continue to be costly, complex and time consuming and management will continue to devote substantial effort to that integration and may have its attention diverted from ongoing operational matters or other strategic opportunities...”

· “Some of our unions have brought grievance arbitrations in the context of the labor integration process. Unions may bring additional court actions or grievance arbitrations and may seek to compel us to engage in the bargaining process...”

Delta observed that even now, 8 out of 9 labor agreements being negotiated to cover the work groups of US Airways and America West remain unsettled, months after the “completion” of the merger between those two airlines.

Grinstein concluded, “We must not reverse direction. We have made great progress in our plan to deliver value to creditors, quality service to customers and benefit all of our stakeholders. Now that Delta’s Board of Directors and management have rejected the US Airways proposal, we trust Doug Parker will keep his word and cease pursuing his proposal so our respective organizations can return to competing vigorously in the marketplace.”

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Additional information about Delta’s detailed analysis of the US Airways proposal can be accessed at Delta.com/restructure. Additional information about customer, community and employee reaction to the proposal, and a state-by-state analysis of the impact of the proposal on service, can be accessed at KeepDeltaMyDelta.org. The Company will host a webcast to discuss regulatory issues raised by the proposal at 2pm Eastern today, which can be accessed at Delta.com/investors

Letter from Mr. Grinstein to Mr. Parker

December 19, 2006

Dear Mr. Parker,

The Board of Directors of Delta Air Lines has unanimously rejected US Airways’ merger proposal. The Board concluded that our creditors, as well as the company’s other stakeholders, are best served by moving forward with our standalone Plan of Reorganization.

Our Board of Directors considered many compelling factors during its thorough review of the US Airways proposal, and determined that our standalone Plan of Reorganization filed today will provide superior value as well as faster recovery and greater certainty of execution. Further, we concluded that your proposal is structurally flawed. It represents an unacceptably high risk of not achieving antitrust clearance because it would harm consumers and communities due to its substantial anticompetitive effects. It has overwhelming labor issues precluding attainment of claimed synergies, and depends on achieving “synergies” that are premised on faulty economic assumptions. In addition, the proposal would saddle the company with a precariously high total debt load, and reverse Delta’s progress, eroding the value of the Delta brand. Finally, US Airways continues to experience significant integration problems and has not successfully completed its prior, smaller merger with America West; it is not equipped to simultaneously integrate a substantially larger company.

The Board of Directors believes that the antitrust issues inherent in your proposal are grave, based on Department of Justice (“DOJ”) standards. Moreover, a DOJ review process would be prolonged, thus unacceptably extending the period Delta would be forced to remain in bankruptcy. In addition, the Delta unit of the Air Line Pilots Association has said - and Delta agrees -- that our pilot contract would prohibit the combined company from implementing the capacity reductions that are the economic foundation of the proposed transaction.

We believe that the proposal would have a demonstrably negative impact on the actual value delivered to our creditors. Your proposal radically overestimates synergies and erroneously states there is an urgent need to complete a transaction while Delta is still in bankruptcy. At the same time, it downplays the impact on employees and the traveling public, all of whom would suffer from less service and resulting higher prices to many destinations.

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Our vision for a fundamentally different airline that provides superior value and quality is working, as our significant progress during the year makes clear. These accomplishments - along with the strength of our brand and the resolve of our people - are the strong foundation we’re using to build further success and position Delta for intense domestic and international competition.

As part of its review, the Board concluded that Delta is better served by continuing to focus on its plan to pursue new international market and revenue opportunities from the solid base of our right-sized domestic network, a best-in-class network cost structure, and high levels of customer service. Your proposal, on the other hand, would drain or dilute both the value and quality our company has worked hard to create, including superior service levels.

For all these reasons, Delta’s Board and management have rejected the US Airways proposal.

Sincerely,

Jerry Grinstein

About Delta

Delta Air Lines (Other OTC: DALRQ) offers customers service to more destinations than any global airline with Delta and Delta Connection carrier service to 303 destinations in 52 countries. With more than 50 new international routes added in the last year, Delta is America’s fastest growing international airline and is a leader across the Atlantic with flights to 31 trans-Atlantic destinations. To Latin America and the Caribbean, Delta offers more than 400 weekly flights to 56 destinations. Delta's marketing alliances also allow customers to earn and redeem SkyMiles on more than 14,000 flights offered by SkyTeam and other partners. Delta is a founding member of SkyTeam, a global airline alliance that provides customers with extensive worldwide destinations, flights and services. Including its SkyTeam and worldwide codeshare partners, Delta offers flights to 459 worldwide destinations in 97 countries. Customers can check in for flights, print boarding passes and check flight status at delta.com.

Statements in this news release that are not historical facts, including statements regarding our 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.  All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements.  These risks and uncertainties include, but are not limited to, the actions and decisions of our creditors and other third parties with interests in our Chapter 11 proceedings; our ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted from time to time; our ability to prosecute, confirm and consummate the plan of reorganization with respect to the Chapter 11 proceedings and to consummate all of the transactions contemplated by the plan of reorganization or upon which consummation of such plan may be conditioned; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for us to

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propose and confirm one or more plans of reorganization, to appoint a Chapter 11 trustee or to convert the cases to Chapter 7 cases; our ability to obtain and maintain normal terms with vendors and service providers; our ability to maintain contracts that are critical to our operations; our ability to maintain adequate liquidity to fund and execute our business plan during the Chapter 11 proceedings and in the context of the plan of reorganization and thereafter; our ability to comply with financial covenants in our financing agreements; labor issues; our ability to implement our business plan successfully; the cost of aircraft fuel; pension plan funding obligations; interruptions or disruptions in service at one of our hub airports; our increasing dependence on technology in our operations; our ability to retain management and key employees; restructurings by competitors; the effects of terrorist attacks; and competitive conditions in the airline industry.

Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in Delta’s Securities and Exchange Commission filings, including its Form 10-K, filed on March 27, 2006 and its Form 10-Q, filed on November 9, 2006.

The risks and uncertainties and the terms of any reorganization plan ultimately confirmed can affect the value of our various pre-petition liabilities, common stock and/or other securities.  No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these liabilities or securities.

We believe that our currently outstanding common stock will have no value and will be canceled under the plan of reorganization, and that the value of our various pre-petition liabilities and other securities is highly speculative.  Accordingly, we urge that caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.  Investors and other interested parties can obtain information about Delta’s Chapter 11 filing on the Internet at delta.com/restructure. Court filings and claims information are available at deltadocket.com.  Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of December 19, 2006, and which Delta has no current intention to update.

None of the statements in this press release is a solicitation of votes for or against any plan of reorganization. Any such solicitation will only be made through a disclosure statement approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

Contacts:

Media - Delta Corporate Communications

(404) 715-2554

Financial Community - Delta Investor Relations

(404) 715-6679

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