Delta Air Lines today announced the offering of $325 million principal
amount of its 2-7/8 percent Convertible Senior Notes to a qualified
institutional buyer pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”). The sale of the notes is expected
to close on Feb. 6, 2004.

Delta has granted the initial purchaser of the notes an option to purchase
up to an additional $65 million principal amount of the notes.

Each note will be convertible into Delta common stock at a conversion
price of approximately $13.59 per share (equal to an initial conversion
rate of approximately 73.6106 shares per $1,000 principal amount of
notes), subject to adjustment in certain circumstances. Holders of the
notes may convert their notes only if (i) the price of Delta`s common
stock reaches a specified threshold; (ii) the trading price for the notes
falls below certain thresholds; (iii) the notes have been called for
redemption; or (iv) specified corporate transactions occur.

Delta may redeem all or some of the notes for cash at any time on or after
Feb. 21, 2009, at a redemption price equal to the principal amount of the
notes plus any accrued and unpaid interest to the redemption date. Holders
may require Delta to repurchase the notes on Feb. 18 of 2009, 2014 and
2019, or in other specified circumstances, at a repurchase price equal to
the principal amount due plus any accrued and unpaid interest to the
repurchase date.
Delta expects to use the net proceeds from the offering for general
corporate purposes.

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

——-