Edgar Filing: DELTA AIR LINES INC /DE/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Rogers Kenneth C

2. Issuer Name and Ticker or Trading Symbol
DELTA AIR LINES INC /DE/ [DAL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

AIR LINE PILOTS ASSOCIATION DELTA MEC, 100 HARTSFIELD CENTER PARKWAY, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2008

(Street)

ATLANTA,, GA 30354

4. If Amendment, Date Original Filed(Month/Day/Year)
10/31/2008

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001	10/29/2008		A		4,133.631 ⁽¹⁾	A	⁽¹⁾	4,133.631	I ⁽¹⁾	Pursuant to the agreement btw Delta, Delta MEC and NW MEC

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rogers Kenneth C AIR LINE PILOTS ASSOCIATION DELTA MEC 100 HARTSFIELD CENTER PARKWAY, SUITE 200 ATLANTA,, GA 30354	X

Signatures

/s/ Nanci Oliver Sloan as attorney-in-fact for Kenneth C. Rogers		03/09/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	See explanatory remark below.
Remarks: After the close of business on March 5, 2009, pursuant to the terms of an agreement among Delta, the Delta Master Executive Council, the Northwest Master Executive Council and the Air Line Pilots Association, International, Delta distributed approximately 98% of the shares issuable in respect of that agreement on behalf of eligible Delta and Northwest pilots in kind to such pilots' retirement plan accounts and also in some cases directly to such pilots. Subsequent to the date of the previously amended Form 4, Delta recalculated that the total number of shares to be issued for the benefit of eligible Delta and Northwest Pilots is 49,619,919 shares; which is slightly greater than previously estimated. On March 6, 2009, 4,133.631 shares were distributed to a Delta Pilot Savings Plan account of Mr. Rogers. The remaining shares issuable for the benefit of eligible Delta and Northwest Pilots, including the shares allocable to Mr. Rogers, will be held by Delta in respect of adjustments for distribution errors and any distribution or sale of such shares for the payment of certain incurred related expenses of ALPA. Mr. Rogers has the right to receive any shares remaining after such pro rata adjustments are subtracted from his allocation, but the number of additional shares to be allocated to him is not known at this time. Mr. Rogers' acquisition of all shares of Delta common stock described herein is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d).

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