UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT No. 1

Commission file number 1-5424

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

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

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

Preferred Stock Purchase Rights

8¹/8 % Notes Due July 1, 2039

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes           No  X 

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes           No  X 

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X      No      

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                                                            [X]

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and non-accelerated filer” in Rule 12b-2 of the Exchange Act.

      Large accelerated filer           Accelerated filer  X      Non-accelerated filer      

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes           No  X 

      The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2005 was approximately $590 million.

      On March 31, 2006, there were outstanding 197,335,938 shares of the registrant’s common stock.

      This document is also available on our website at http://investor.delta.com/edgar.cfm.

Explanatory Note

      On March 27, 2006, we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2005. In accordance with General Instruction G(3), we are now filing this amendment to include in the Form 10-K the information required to be filed pursuant to Part III of Form 10-K. We are also filing with this amendment Exhibit No. 10.15(e) titled “Form of Separation Agreement and General Release Applicable to Executive Officers” and Exhibit No. 10.16 titled “Description of Certain Benefits of Executive Officers.” Additionally, certifications of the Chief Executive Officer and Chief Financial Officer are being filed with this amendment as Exhibit Nos. 31.3 and 31.4, respectively, pursuant to Rule 12b-15 under the Securities Exchange Act.

PART III

      The following table sets forth information regarding our directors and executive officers, as of April 28, 2006:

Directors

Executive Officers

Corporate Governance Matters

      The Board of Directors has adopted a formal policy that a substantial majority of its members should be independent directors who have no material relationship with Delta (either directly or as a partner, shareowner or officer of an organization that has such a relationship with Delta), as defined under the New York Stock Exchange (“NYSE”) listing standards and our director independence standards. Although our securities were delisted from the NYSE, we continue to determine the independence of directors under the NYSE listing standards and our director independence standards. The Board of Directors has determined that all directors are independent under both sets of standards except Mr. Grinstein, who is not independent because he became our Chief Executive Officer on January 1, 2004. In making these independence determinations, the Board of Directors considered information submitted by the directors in response to

directors’ questionnaires and information obtained from our internal records. Delta’s director independence standards are available on our website at www.delta.com/about_delta/investor_relations/corporate_governance/index.jsp.

      The Audit, Corporate Governance and Personnel & Compensation Committees of our Board of Directors consist entirely of non-employee directors who are independent, as defined in the NYSE listing standards and our director independence standards. The members of the Audit Committee also satisfy the additional independence requirements set forth in rules under the Securities Exchange Act of 1934.

      The Board of Directors has designated all of the Audit Committee members, Mr. Budd, Ms. Higgins, Mr. Smith and Mr. Woodrow, as Audit Committee Financial Experts. The Board has also determined that each is independent, as described above.

      Our corporate governance principles, director independence standards, the charters of the Audit, Corporate Governance and Personnel & Compensation Committees, our code of ethics and business conduct for all employees, including our senior financial officers (as defined in SEC rules), and our code of ethics and business conduct for directors, and certain Board policies are available on our website at www.delta.com/about_delta/investor_relations/corporate_governance/index.jsp. Additionally, a copy of these materials may be obtained by contacting our Corporate Secretary at PO Box 20574, Dept. 981, Atlanta, GA 30320-2574. We intend to post on our website any amendments or waivers of our codes of ethics and business conduct in favor of members of the board of directors or our senior financial officers.

      The Board of Directors has established a process by which our shareowners may communicate with our independent directors. Shareowners may send communications by e-mail to independent.directors@delta.com. We have established a link to this address on our website. All communications will be sent directly to the non-executive Chairman of the Board, as representative of the independent directors, other than communications pertaining to customer service, human resources and accounting, auditing, internal control and financial reporting matters. Communications regarding customer service and human resources matters will be forwarded for handling by the appropriate Delta department. Communications regarding accounting, auditing, internal control and financial reporting matters will be brought to the attention of the Chair of the Audit Committee.

      The Board of Directors holds regular meetings four times a year, schedules special meetings when required and regularly meets in executive session without management. Mr. Smith, who serves as the non-executive Chairman of the Board, presides at these executive sessions.

      During 2005, the Board met 13 times. The Board and its committees also meet informally from time to time. Each director attended more than 90% of the meetings of the Board of Directors and the committees on which he or she served that were held during his or her tenure on the Board of Directors, except Mr. De Sole. Due to an unavoidable conflict, Mr. De Sole, who joined the Board on October 3, 2005, was unable to attend one of the three meetings held after he joined the Board.

      It is the Board’s policy that directors should attend each annual meeting of shareowners. All directors elected at the 2005 annual meeting of shareowners attended that meeting.

      Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who beneficially own more than 10% of a registered class of our equity securities (“reporting persons”) to file certain reports concerning their beneficial ownership of our equity securities. We believe that during 2005 all reporting persons complied with their Section 16(a) filing obligations.

      This section contains information about the compensation of Mr. Grinstein, who served as Delta’s Chief Executive Officer during 2005, and Delta’s four most highly compensated executive officers, other than Mr. Grinstein, who were serving as executive officers at December 31, 2005.

Summary Compensation Table

    As part of its Chapter 11 reorganization, Delta is seeking an additional $3 billion in annual financial benefits by the end of 2007. This includes the reduction of pay at all levels of management. Accordingly, effective November 1, 2005, the annual salary of Mr. Grinstein was reduced by 25%, and the salary for all other officers was reduced by 15%. The following table shows the annual salary rate for each person named in the Summary Compensation Table as of October 31, 2005 (“Former Annual Salary”) and after the salary reduction which became effective on November 1, 2005 (“Current Annual Salary”).

In connection with his resignation from Delta, Mr. Bastian and Delta entered into a Separation Agreement and General Release (“Separation Agreement”) under which Mr. Bastian received a one-time payment of $198,720, which is included in the column titled “All Other Compensation.” Consistent with Delta’s normal practices,

Mr. Bastian agreed in the Separation Agreement to a release of claims in favor of Delta and to certain non- competition, non-solicitation and confidentiality provisions for the benefit of Delta.

On July 20, 2005, Mr. Bastian resigned as Senior Vice President and Chief Financial Officer of Acuity Brands and rejoined Delta as Executive Vice President and Chief Financial Officer. In recognition of Mr. Bastian’s repayment obligation to Acuity Brands of a significant portion of his signing bonus from that employer, as well as Mr. Bastian’s forfeiture of substantial additional compensation from and opportunities with Acuity Brands, Delta made a one-time payment of $350,000 to Mr. Bastian. This amount is reported in the column titled “Bonus.” Mr. Bastian paid a substantial portion of this amount to Acuity Brands in satisfaction of his repayment obligation described above.

Option/SAR Grants In Last Fiscal Year

      During 2005, none of the persons named in the Summary Compensation Table received any stock options or stock appreciation rights.

Aggregated Option/SAR Exercises In Last Fiscal Year And FY-End Option Values

      The following table sets forth certain information regarding the number and value of unexercised stock options and stock appreciation rights held at December 31, 2005 by the persons named in the Summary Compensation Table. None of the persons named in the Summary Compensation Table exercised any stock options or stock appreciation rights during 2005.

      We concluded that all of our stock options and stock appreciation rights would be cancelled as part of our emergence from Chapter 11. Accordingly, in March 2006, we filed with the Bankruptcy Court a motion to reject these outstanding securities to avoid the administrative and other costs associated with these awards. The Bankruptcy Court granted our motion, which resulted in all of the awards reported in the table below being rejected effective March 31, 2006.

Long-Term Incentive Plans — Awards in Last Fiscal Year

      During 2005, none of the persons named in the Summary Compensation Table received any long-term incentive award opportunities.

Retirement Plans and Other Agreements

      The Delta Retirement Plan (“Pension Plan”) is a broad-based, non-contributory qualified defined benefit plan for nonpilot employees. Messrs. Grinstein, Whitehurst, Bastian and Matsen participate in the Pension Plan.

      Retirement benefits under the Pension Plan are based on the same formula for all employees who are not covered by a collective bargaining agreement. Until July 1, 2003, Pension Plan benefits were calculated using only a final average earnings formula. Under this formula, the benefit is based on an employee’s (1) final average earnings; (2) years of service prior to January 1, 2006; (3) age when the payment of benefits begins (which may not be before age 52); and (4) primary Social Security benefit. Final average earnings are the average of an employee’s highest average monthly earnings (based on the employee’s salary and eligible annual incentive compensation, if any) for the 36 consecutive months in the 120-month period immediately preceding the earlier of termination of employment or January 1, 2006. The monthly retirement benefit payable at the normal retirement age of 65 is determined by multiplying final average earnings by 60%, and then reducing that amount for service of less than 30 years with Delta and by 50% of the primary Social Security benefit payable to the employee. The 50% Social Security offset is reduced for service of less than 30 years. Benefits determined under the final average earnings formula are paid in the form of a monthly annuity.

      Effective July 1, 2003, the Pension Plan was amended to transition to a cash balance formula. Generally, for employees hired (or rehired) after that date, retirement benefits are based only on the cash balance formula. Under this formula, each participant has an account, for recordkeeping purposes only, to which pay credits were allocated annually until January 1, 2006. These pay credits were based on 6% of a participant’s salary and eligible annual incentive compensation, if any. In addition, all balances in a participant’s account are credited with an annual interest credit which is currently based on the 30-year U.S. Treasury rate published by the Internal Revenue Service (the “Annual Interest Credit”). At termination of employment, an amount equal to the then-vested balance of a participant’s cash balance account is payable to the participant, at his election, in the form of an immediate or deferred lump sum or equivalent monthly annuity benefit.

      Employees covered by the Pension Plan who were employed on July 1, 2003 are eligible for transition benefits as long as they remained continuously employed (“Transition Eligible Employees”). For the period that began July 1, 2003 and ended December 31, 2005 (“Cash Balance Period”), these employees earned retirement benefits equal to the greater of the benefit determined under the Pension Plan’s final average earnings formula or its cash balance formula.

      Transition Eligible Employees were eligible to earn additional annual pay credits under the cash balance formula during the Cash Balance Period if they had less than 30 years of service with Delta as of June 30, 2003, and were at least age 35 as of July 1, 2003. These employees could earn an additional annual pay credit of 2%, if they were less than age 40 on July 1, 2003, or 2.75%, if they were at least age 40 on that date.

      Effective December 31, 2005, the Pension Plan was amended (1) to freeze accrual of future benefits attributable to years of service and pay increases after December 31, 2005 under the final average earnings formula; and (2) to cease pay credits under the cash balance formula. Annual Interest Credits will continue to be added to the cash balance account after December 31, 2005.

      Messrs. Grinstein, Whitehurst, Bastian and Matsen also participate in a non-qualified retirement plan designed to provide retirement benefits which would have been paid under the applicable formula under the Pension Plan but for limits on qualified plans under the Internal Revenue Code. Under this plan, the present value of unfunded retirement benefits earned under the non-qualified plan were to be paid at termination of employment in a lump sum calculated using assumptions determined in accordance with an agreement approved by the Personnel & Compensation Committee of Delta’s Board of Directors (“Compensation Committee”). The Compensation Committee consists of non-employee directors who are independent, as defined in the NYSE listing standards and Delta’s director independence standards.

      As discussed in footnote 10 to the Summary Compensation Table in this Item 11, Mr. Bastian first joined Delta in October 1998 and resigned effective April 1, 2005. As a result of his termination of employment, Mr. Bastian received a lump sum payment of $568,767. This pretax amount was the then present value of Mr. Bastian’s vested benefit under the non-qualified plan which had accrued through December 31, 2004.

      Effective December 31, 2005, Delta “froze” the non-qualified plan for nonpilots. This means that no additional retirement benefits will accrue under the non-qualified plan for any participant after December 31, 2005. Annual Interest Credits will continue to be added to the cash balance account after December 31, 2005.

      On September 14, 2005 (“Petition Date”), Delta filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code. As a result of its Chapter 11 filing, Delta ceased payments under its non-qualified retirement plans for both nonpilots and pilots (discussed below) of benefits earned prior to the Petition Date. Delta believes it is not required to make these payments while operating under Chapter 11.

      Delta has not requested, and has no plan to request, authority from the Bankruptcy Court to pay any non-qualified retirement benefits earned by nonpilots prior to the Petition Date. Accordingly, a nonpilot who has unfunded, non-qualified retirement benefits that were earned prior to the Petition Date will likely not receive any payment for those benefits, but will instead have an unsecured claim against Delta for the amount of those non-qualified benefits in Delta’s Chapter 11 proceeding. The payment, if any, of non-qualified retirement benefits that were earned by pilots prior to the Petition Date will depend on various factors.

      Delta maintains non-contributory qualified and non-qualified defined benefit plans for pilots pursuant to its collective bargaining agreement with ALPA (“Pilot Plan”). Because he is a pilot employee, Mr. Kolshak participates in these plans.

      Retirement benefits under the Pilot Plan are calculated using a final average earnings formula. Under this formula, the benefit is based on the employee’s (1) final average earnings (which is similar to final average earnings under the Pension Plan discussed above); (2) years of service prior to January 1, 2005; (3) age when the payment of benefits begins (which may not be before age 50); and (4) primary Social Security benefit. The monthly retirement benefit payable at the normal retirement age of 60 is determined by multiplying final average earnings by 60%, and then reducing the amount for service of less than 25 years and by 50% of the primary Social Security benefit payable to the employee had he reached age 65 in 1982. (This particular Social Security offset applies to pilots who, like Mr. Kolshak, were hired after February 9, 1982.) The Social Security offset is reduced for service of less than 25 years.

      Retirement benefits under the Pilot Plan are paid in the form of a monthly annuity, except that 50% of the present value of the benefit may be paid in a lump sum from the qualified defined benefit plan with the consent of the employee’s spouse. Since October 2005, however, the qualified defined benefit plan for pilots has been legally prohibited from making lump sum payments. The lump sum feature could become available in the future if termination proceedings for the Pilot Plan are not initiated prior to such time.

      Effective December 31, 2004, the Pilot Plan was amended to provide that no additional retirement benefits will accrue thereunder as a result of service performed by an employee after that date. An employee’s earnings after December 31, 2004 continue to be used in the calculation of final average earnings under the Pilot Plan.

      The following table shows the estimated annual pension benefits payable under Delta’s pension plans to the named individuals. The estimated benefits were calculated based on the assumption that each executive officer retired on December 31, 2005 at age 73 for Mr. Grinstein (his current age), at normal retirement age of 65 for Messrs. Whitehurst, Bastian and Matsen, and at age 60 for Mr. Kolshak (who is a pilot), except as described in footnote 5 below with respect to Mr. Bastian. The table also assumes that benefits are paid in the form of a joint and 50% survivor annuity beginning at the specified retirement age. The estimated benefits

have been reduced by the applicable social security benefit offset. At December 31, 2005, Mr. Whitehurst was age 38; Messrs. Bastian and Kolshak were each age 48; and Mr. Matsen was age 46.

      On February 22, 2006, the Bankruptcy Court approved a severance plan (“Severance Plan”) for Delta’s officers and director-level employees. The Severance Plan is intended to reinstate Delta’s severance practices that existed before the Petition Date for officers and director-level employees. Employees below the director

level are covered by a severance plan that was approved by the Bankruptcy Court shortly after Delta’s Chapter 11 filing.

      At their request, Messrs. Grinstein and Whitehurst are not eligible to participate in the Severance Plan.

      In order to participate in the Severance Plan, an eligible employee must first relinquish all rights to any benefits under any severance arrangement in place as of the effective date of the Severance Plan. Upon a qualifying termination of employment under the Severance Plan, a participant must further execute a Separation Agreement to be eligible to receive benefits under the Severance Plan. The Separation Agreement will include, without limitation, a release of claims in favor of Delta and certain non-competition, non-solicitation and confidentiality agreements for the benefit of Delta.

      In the event of a qualifying termination of employment under the Severance Plan, an eligible participant will receive a severance payment that varies according to his or her employment level. Executive Vice Presidents will receive twelve months’ base salary; Vice Presidents and Senior Vice Presidents will receive nine months’ base salary; Directors will receive six months’ base salary. Subject to the terms of the Severance Plan, the cash severance amount will be paid in a lump-sum following termination of employment. Participants will also be eligible for certain medical and dental insurance premiums paid by Delta, continuation of basic life insurance, travel privileges, and financial planning and outplacement services, each as described in the Severance Plan. Mr. Matsen and Delta have entered into a Separation Agreement under the Severance Plan in connection with Mr. Matsen’s departure from Delta effective June 1, 2006.

      In 2003, the Board of Directors adopted a policy requiring shareowner approval for future severance arrangements for executive officers that provide benefits exceeding 2.99 times the officer’s salary and bonus. Benefits under the Severance Plan will not exceed the threshold set forth in this policy.

Director Compensation

      The Board of Directors determined that members of the Board should participate in Delta’s cost reduction efforts. Effective November 1, 2005, the Board’s compensation program is as described below:

Compensation Committee Interlocks and Insider Participation

      The members of the Personnel & Compensation Committee are Mr. Goode, who serves as Chair, Mr. Budd, Mr. Johnson, Ms. Rosput Reynolds and Mr. Woodrow, each of whom is independent under the NYSE listing standards and our director independence standards. None of the members of the Personnel & Compensation Committee is a former or current officer or employee of Delta or has any interlocking relationships as set forth in applicable SEC rules.

Directors and Executive Officers

      The following table sets forth the number of shares of Delta common stock beneficially owned as of March 31, 2006, by each director, each person named in the Summary Compensation Table in Item 11, above, and all directors and executive officers as a group. Unless otherwise indicated by footnote, the owner exercises sole voting and investment power over the shares.

Beneficial Owners of More than 5% of Voting Stock

      Delta has no outstanding voting securities other than its common stock. As of March 31, 2006, Delta was not aware of any entity that owned more than 5% of its common stock.

Equity Compensation Plan Information

      The following table provides information about the shares of common stock that may be issued upon the exercise of stock options and other awards under Delta’s existing equity compensation plans as of December 31, 2005.

      We concluded that all of our stock options and other stock-based awards would be cancelled as part of our emergence from Chapter 11. Accordingly, in March 2006, we filed with the Bankruptcy Court a motion to reject our outstanding stock options and other stock-based awards to avoid the administrative and other costs associated with our equity compensation plans. The Bankruptcy Court approved our motion and, effective March 31, 2006, all stock options and other stock based awards covered by the motion were rejected.

      Not applicable.

Fees of Independent Auditors For 2005 And 2004

      The following table shows the aggregate fees for professional services rendered by Delta’s independent auditors, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective

affiliates, for audit services for 2005 and 2004, and fees billed for audit-related services and tax services in 2005 and 2004.

Pre-Approval of Audit and Non-Audit Services

      The charter of the Audit Committee provides that the Committee is responsible for the pre-approval of all audit and permitted non-audit services to be performed for Delta by the independent auditors. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors.

      Each year management requests Audit Committee pre-approval of the annual audits, statutory audits, quarterly reviews and any other engagements of the independent auditors known at that time. In connection with these requests, the Committee considers information about each engagement, including the budgeted fees, the reasons management is requesting the services to be provided by the independent auditors and any potential impact on the auditors’ independence. As additional proposed audit and non-audit engagements of the independent auditors are subsequently identified, or if pre-approved services exceed the pre-approved budgeted amount for those services, the Committee will consider similar information in connection with the pre-approval of such engagements or services. If Committee pre-approvals are required between regularly scheduled Committee meetings, the Committee has delegated to the Chair of the Committee, or an alternate member of the Committee, the authority to grant pre-approvals. Pre-approvals by the Chair or the alternate member are reviewed with the Committee at its next regularly scheduled meeting.

PART IV

           (3). The exhibits required by this item are listed in the Exhibit Index to this report. The management contracts and compensatory plans or arrangements required to be filed as an exhibit to Form 10-K are listed as Exhibits 10.6 through 10.16 in the Exhibit Index.

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28^th day of April, 2006.

EXHIBIT INDEX

Delta is not filing any other instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10% of the total assets of Delta and its subsidiaries on a consolidated basis. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request.

 * Incorporated by reference.

 † Previously filed.