DELTA AIR LINES, INC. — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DELTA AIR LINES INC /DE/ (DAL)
CIK: 0000027904
Period of Report: 2012-02-01

Reporting Person: ANDERSON RICHARD H (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	F	55893	$10.90	Disposed	1302627	Direct
2012-02-01	Common Stock	F	64431	$10.90	Disposed	1238196	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	174952	Indirect

Footnotes

F1: Shares withheld for payment of tax liability upon vesting of the remaining 50% of the restricted stock award granted on February 4, 2010 under Delta's 2010 long-term incentive program. This withholding was approved by the Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e).

F2: Shares withheld for payment of tax liability upon vesting of 50% of the restricted stock award granted on February 3, 2011 under Delta's 2011 long-term incentive program. This withholding was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e).