UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1



þ   ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal
year ended December 31, 2016

Or

 ̈  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-5424



DELTA AIR LINES, INC.

(Exact name of registrant as specified
in its charter)



|Delaware                                                       | 58-0218548                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|Post Office Box 20706                                          |                                     
|Atlanta, Georgia                                               | 30320-6001                          
|(Address of principal executive offices)                       | (Zip Code)                          



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

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



|Title of each class                       | Name of each exchange on which registered
|----------------------------------------- | -----------------------------------------
|Common Stock, par value $0.0001 per share | New York Stock Exchange                  

Securities registered
pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ   No  ̈

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 þ

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 þ   No  ̈

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   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. þ

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):

|Large accelerated filer  þ | Accelerated
filer   ̈ | Non-accelerated
filer   ̈ | Smaller
reporting company   ̈
|-------------------------- | -------------------- | ------------------------ | ----------------------------

(Do not check if a smaller reporting
company)



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ̈   No þ

The aggregate market value of
the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2016 was approximately $27.3 billion.

On January 31, 2017, there were outstanding 730,770,638
shares of the registrant's common stock.

This document is also available
on our website at http://ir.delta.com/.

Documents Incorporated By
Reference

Part III of this Form 10-K
incorporates by reference certain information from the registrant's definitive Proxy Statement for its Annual Meeting of Stockholders
to be filed with the Securities and Exchange Commission.
















EXPLANATORY NOTE



We are filing this Amendment No. 1 on Form 10-K/A to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2016, which was originally filed on February 13, 2017, to re-file Exhibit
23.1, the Consent of Independent Registered Public Accounting Firm. This filing is being made to accurately reflect the consent
that Ernst & Young LLP provided to the company.









































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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.



|                     | DELTA AIR LINES, INC.                                                        
|-------------------- | -----------------------------------------------------------------------------
|                     |                                                                              
|                     | By:  /s/ Paul A. Jacobson                                                    
|Date: April 12, 2017 | Paul A. Jacobson
        Executive Vice
President and Chief Financial Officer
|                     |                                                                              



















































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EXHIBIT INDEX





|Exhibit Number | Description                                                                                                                                                          
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                      
|Exhibit 23.1   | Consent of Ernst & Young LLP                                                                                                                                         
|               |                                                                                                                                                                      
|Exhibit 31.3   | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer with respect to Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2016.
|               |                                                                                                                                                                      
|Exhibit 31.4   | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer with respect to Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2016.





















































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