<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                     FORM 10-K/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

OR

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

                            Commission file number 0-23642

                            NORTHWEST AIRLINES CORPORATION
                (Exact name of registrant as specified in its charter)


            DELAWARE                                            95-4205287
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)


                    2700 LONE OAK PARKWAY, EAGAN, MINNESOTA 55121
                       (Address of principal executive offices)

                                    (612) 726-2111

                 (Registrant's telephone number, including area code)

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

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

                                           Name of each exchange on
      Title of each class                      which registered
--------------------------------           ------------------------

Class A Common Stock,
  par value $.01 per share                 The Nasdaq National Market
Preferred Stock Purchase Rights            The Nasdaq National Market

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. [ ]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 27, 1998 was $4.6 billion. 

As of February 27, 1998, there were 98,146,317 shares of the registrant's Class
A Common Stock and 11,837 shares of the registrant's Class B Common Stock
outstanding. 

                         DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates by reference certain information from
the registrant's Proxy Statement for its Annual Meeting of Stockholders to be
held on April 24, 1998.

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                                                                               2


                                   EXPLANATORY NOTE

     This Annual Report on Form 10-K/A for the fiscal year ended December 31,
1997 is being filed solely to re-file a new version of Exhibit 10.51 hereto
(pursuant to a confidential treatment request filed with the Securities and
Exchange Commission) and to amend the list of Exhibits and the Exhibit Index
included herein relating thereto.  The 10-K/A constitutes Amendment No. 1 to
Northwest Airlines Corporation's Annual Report on Form 10-K for the fiscal year
ended December 30, 1997.

3.   EXHIBITS

     The following is an index of the exhibits included in this Report or
incorporated herein by reference.

   Exhibit No.           Description
   -----------           -----------

     *2.1      Investment Agreement among NWA Corp., Newbridge Parent
               Corporation, Air Partners, L.P., the Partners of Air Partners
               identified on the signature pages thereto, Bonderman Family
               Limited Partnership, 1992 Air, Inc. and Air Saipan, Inc., dated
               as of January 25, 1998 (without exhibits and schedules) (filed as
               Exhibit 2.1 to NWA Corp.'s Current Report on Form 8-K dated
               January 25, 1998 and incorporated herein by reference).

     *2.2      Governance Agreement among NWA Corp., Newbridge Parent
               Corporation and Continental Airlines, Inc., dated as of January
               25, 1998 (filed as Exhibit 2.2 to NWA Corp.'s Current Report on
               Form 8-K dated January 25, 1998 and incorporated herein by
               reference).

     *2.3      Merger Agreement among NWA Corp., Newbridge Parent Corporation,
               and Newbridge Merger Corporation, dated as of January 25, 1998
               (filed as Exhibit 2.3 to NWA Corp.'s Current Report on Form 8-K
               dated January 25, 1998 and incorporated herein by reference).

     *2.4      Purchase Agreement among NWA Corp., Newbridge Parent Corporation,
               Barlow Investors III, LLC and the Guarantors signatory thereto,
               dated as of March 2, 1998 (filed as Exhibit 2.1 to NWA Corp.'s
               Current Report on Form 8-K dated March 2, 1998 and incorporated
               herein by reference).

     *2.5      First Amendment to the Governance Agreement, among Continental
               Airlines, Inc., NWA Corp. and Newbridge Parent Corporation, dated
               as of March 2, 1998 (filed as Exhibit 2.2 to NWA Corp.'s Current
               Report on Form 8-K dated March 2, 1998 and incorporated herein by
               reference).

     *2.6      Amendment No. 1 to the Investment Agreement among NWA Corp.,
               Newbridge Parent Corporation, Air Partners, L.P., the Partners of
               Air Partners, L.P. signatory thereto, Bonderman Family Limited
               Partnership, Air Saipan, Inc. and 1992 Air, Inc., dated as of
               February 27, 1998 (filed as Exhibit 2.3 to NWA Corp.'s Current
               Report on Form 8-K dated March 2, 1998 and incorporated herein by
               reference).

     *2.7      Assignment Agreement among NWA Corp., Newbridge Parent
               Corporation, Air Partners, L.P., the Partners of Air Partners,
               L.P. signatory thereto, Bonderman Family Limited Partnership, Air
               Saipan, Inc., 1992 Air, Inc. and Coulco, Inc., dated as of
               February 27, 1998.

     *3.1      Second Amended and Restated Certificate of Incorporation of NWA
               Corp. (filed as Exhibit 3.1 to the Registration Statement on Form
               S-1, File No. 33-74210 (the "S-1") and incorporated herein by
               reference).

     *3.2      Certificate of Amendment to the Second Amended and Restated
               Certificate of Incorporation of NWA Corp. (filed as Exhibit 3.3
               to the S-1 and incorporated herein by reference).

<PAGE>
                                                                               3


     *3.3      Amended and Restated Bylaws of NWA Corp. (filed as Exhibit 3.2 to
               the S- 1 and incorporated herein by reference).

     *3.4      Restated Certificate of Incorporation of Northwest (filed as
               Exhibit 3.3 to Northwest's Registration Statement on Form S-3
               File No. 33-74772 (the "Debt S-3") and incorporated herein by
               reference).

     *3.5      Bylaws of Northwest (filed as Exhibit 3.4 to the Debt S-3 and
               incorporated herein by reference).

     *4.1      Amended and Restated Certificate of Designation of Series A
               Preferred Stock of NWA Corp. (included in Exhibit 3.1).

     *4.2      Amended and Restated Certificate of Designation of Series B
               Preferred Stock of NWA Corp. (included in Exhibit 3.1).

     *4.3      Certificate of Designation of Series C Preferred Stock of NWA
               Corp. (included in Exhibit 3.1).

     *4.4      Certificate of Designation of Series D Junior Participating
               Preferred Stock of NWA Corp. (filed as Exhibit A to Exhibit 1 to
               NWA Corp.'s Current Report on Form 8-K dated November 16, 1995
               (the "8-K") and incorporated herein by reference).

     *4.5      Certificate of Elimination of Series A Preferred Stock of NWA
               Corp.

     *4.6      Certificate of Elimination of Series B Preferred Stock of NWA
               Corp.

     *4.7      Rights Agreement dated as of November 16, 1995 between NWA Corp.
               and Norwest Bank Minnesota, N.A., as Rights Agent (filed as
               Exhibit 1 to the 8-K and incorporated herein by reference).

     *4.8      Amendment of Rights Agreement dated as of September 29, 1997
               between NWA Corp. and Norwest Bank Minnesota, N.A., as Rights
               Agent (filed as Exhibit 4.1 to NWA Corp.'s Form 10-Q for the
               quarter ended September 30, 1997 and incorporated herein by
               reference).

     *4.9      The registrant hereby agrees to furnish to the Commission, upon
               request, copies of certain instruments defining the rights of
               holders of long-term debt of the kind described in Item
               601 (b) (4) of Regulation S-K.

     *10.1     Second Amended and Restated Investor Stockholders' Agreement
               dated as of December 23, 1993 among NWA Corp. and the Original
               Investors named therein ("Second Amended and Restated
               Stockholders' Agreement") (filed as Exhibit 4.9 to the S-1 and
               incorporated herein by reference).

     *10.2     Supplement dated as of December 23, 1993 to Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.11 to NWA
               Corp.'s Annual Report on Form 10-K for the year ended
               December 31, 1994 (the "10-K") and incorporated herein by
               reference).

     *10.3     Amendment dated as of December 14, 1994 to Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.13 to the
               10-K and incorporated herein by reference).

     *10.4     Amendment dated as of January 6, 1995 to Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.14 to the
               10-K and incorporated herein by reference).

     *10.5     Amendment dated as of January 25, 1995 to Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.15 to the
               10-K and incorporated herein by reference).

     *10.6     Amendment dated as of October 23, 1995 to the Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.11 to NWA
               Corp.'s Registration Statement on Form S-3, File No. 33-98494
               (the "S-3") and incorporated herein by reference).

     *10.7     Amendment to Second Amended and Restated Investor Stockholders'
               Agreement dated September 29, 1997 (filed as Exhibit 10.7 to NWA
               Corp.'s Form 10-Q for the quarter ended September 30, 1997 and
               incorporated herein by reference).

     *10.8     Standstill Agreement between Koninklijke Luchtvaart Maatschappij
               N.V. and NWA Corp. dated September 29, 1997

<PAGE>
                                                                               4


               (filed as Exhibit 10.6 of NWA Corp.'s 10-Q for the quarter ended
               September 30, 1997).

     *10.9     Common Stock Repurchase Agreement dated September 29, 1997
               between NWA Corp. and Koninklijke Luchtvaart Maatschappij N.V.
               (filed as Exhibit 10.2 to NWA Corp.'s Form 10-Q for the quarter
               ended September 30, 1997 and incorporated herein by reference).

     *10.10    Preferred Stock Repurchase Agreement dated September 29, 1997
               between NWA Corp. and Koninklijke Luchtvaart Maatschappij N.V.
               (filed as Exhibit 10.3 to NWA Corp.'s Form 10-Q for the quarter
               ended September 30, 1997 and incorporated herein by reference).

     *10.11    BTNY Preferred Stock Repurchase Agreement dated September 29,
               1997 NWA Corp. and Bankers Trust New York Corporation (filed as
               Exhibit 10.4 to NWA Corp.'s Form 10-Q for the quarter ended
               September 30, 1997 and incorporated herein by reference).

     *10.12    Blum Preferred Stock Repurchase Agreement dated September 29,
               1997 between NWA Corp. and Richard C. Blum & Associates--NWA
               Partners, L.P. (filed as Exhibit 10.5 to NWA Corp.'s Form 10-Q
               for the quarter ended September 30, 1997 and incorporated herein
               by reference).

     *10.13    Amended and Restated Agreement, dated as of October 29, 1997,
               among NWA Corp., Alfred A. Checchi, Gary L. Wilson, Frederic V.
               Malek, Frederic W. Malek, Michelle A. Malek, Frederick V. Malek
               as trustee of a trust for the benefit of Frederic W. Malek and
               Frederic V. Malek as trustee of a trust for the benefit of
               Michelle A. Malek.

     *10.14    Stockholders' Agreement, dated as of September 9, 1994, among NWA
               Corp., the Original Investors named therein and the Unions named
               therein (the "Stockholders' Agreement") (filed as Exhibit 4.13 to
               NWA Corp.'s and Northwest's Registration Statement on Form S-4,
               File No. 33-87250, and incorporated herein by reference).

     *10.15    Amendment dated as of October 3, 1994 to Stockholders' Agreement
               (filed as Exhibit 4.12 to the 10-K and incorporated herein by
               reference).

     *10.16    Amendment dated as of December 14, 1994 to the Stockholders'
               Agreement (filed as Exhibit 4.22 to the 10-K and incorporated
               herein by reference).

     *10.17    Amendment dated as of January 25, 1995 to the Stockholders'
               Agreement (filed as Exhibit 4.23 to the 10-K and incorporated
               herein by reference).

     *10.18    Amendment dated as of November 1, 1995 to the Stockholders'
               Agreement (filed as Exhibit 4.12 to the S-3 and incorporated
               herein by reference).

     *10.19    First Amended and Restated Common Stock Registration Rights
               Agreement among NWA Corp., the holders of the Series C Preferred
               Stock and the Original Investors named therein (filed as Exhibit
               4.18 to the 10-K and incorporated herein by reference).

     *10.20    Registration Participation Agreement dated as of October 20, 1995
               among the Unions named therein, holders of Series C Preferred
               Stock and NWA Corp. (filed as Exhibit 10.14 to NWA Corp.'s Annual
               Report on Form 10-K for the year ended December 31, 1995 and
               incorporated herein by reference).

     *10.21    Special Facilities Lease between Charter County of Wayne,
               Michigan and Republic Airlines, Inc. dated December 1, 1985 and
               Guarantee by and between Northwest (as successor to Republic) and
               Manufacturers National Bank of Detroit (filed as Exhibit 10.6 to
               the S-1 and incorporated herein by reference).

     *10.22    Indenture of Lease Agreement dated October 5, 1961 and related
               amendments, between the Board of County Road Commissioner of the
               County of Wayne, Michigan and Northwest,

<PAGE>
                                                                               5


               as successor to North Central Airlines, Inc. (filed as Exhibit
               10.7 to the S-1 and incorporated herein by reference).

     *10.23    Amendatory Agreement between The Charter County of Wayne,
               Michigan and Northwest dated as of October 8, 1996 (filed as
               Exhibit 10.1 to NWA Corp.'s Form 10-Q for the quarter ended
               September 30, 1996 (the "10-Q") and incorporated herein by
               reference).

     *10.24    First Amended and Restated Airport Agreement between The Charter
               County of Wayne, Michigan and Northwest dated as of October 10,
               1996 (filed as Exhibit 10.2 to the 10-Q and incorporated herein
               by reference).

     *10.25    Second Amended and Restated Airport Agreement between The Charter
               County of Wayne, Michigan and Northwest dated as of October 10,
               1996 (filed as Exhibit 10.3 to the 10-Q incorporated herein by
               reference).

     *10.26    Airport Terminal Building Lease for Minneapolis-St. Paul
               International Airport dated as of June 18, 1964 and related
               amendments entered into by and between The Minneapolis-St. Paul
               Metropolitan Airports Commission and Northwest, as successor to
               Northwest Orient Airlines, Inc. (filed as Exhibit 10.8 to the S-1
               and incorporated herein by reference).

     *10.27    Master Financing Agreement dated as of March 29, 1992 among NWA
               Corp., Northwest and the State of Minnesota (filed as Exhibit
               10.9 to the S-1 and incorporated herein by reference).

     *10.28    Facilities and Equipment Lease Agreement dated March 27, 1992
               between Metropolitan Airports Commission as Lessor and Northwest
               Aerospace Training Corporation, as Lessee (filed as Exhibit 10.10
               to the S-1 and incorporated herein by reference).

     *10.29    Facilities and Equipment Lease Agreement dated as of March 27,
               1992 between Metropolitan Airports Commission as Lessor and NWA
               Inc. (filed as Exhibit 10.11 to the S-1 and incorporated herein
               by reference).

     *10.30    Facilities and Equipment Lease Agreement dated as of March 27,
               1992 between Metropolitan Airports Commission as Lessor and
               Northwest (filed as Exhibit 10.12 to the S-1 and incorporated
               herein by reference).

     *10.31    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The Air Line Pilots Association International
               (filed as Exhibit 10.13 to the S-1 and incorporated herein by
               reference).

     *10.32    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The International Association of Machinists and
               Aerospace Workers (filed as Exhibit 10.14 to the S-1 and
               incorporated herein by reference).

     *10.33    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The International Brotherhood of Teamsters (filed
               as Exhibit 10.15 to the S-1 and incorporated herein by
               reference).

     *10.34    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The Transport Workers Union of America (filed as
               Exhibit 10.16 to the S-1 and incorporated herein by reference).

     *10.35    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and the Airline Technical Support Association (filed as
               Exhibit 10.17 to the S-1 and incorporated herein by reference).

     *10.36    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The Northwest Airlines Meteorologists Association
               (filed as Exhibit 10.18 to the S-1 and incorporated herein by
               reference).


<PAGE>
                                                                               6


     *10.37    Amendment dated as of December 14, 1994 to the Equity Letter
               Agreements listed as Exhibits 10.26 through 10.31 (filed as
               Exhibit 10.19 to the 10-K and incorporated herein by reference).

     *10.38    Labor Cost Savings Agreement dated as of July 30, 1993 between
               Northwest and The Air Line Pilots Association International
               (filed as Exhibit 10.19 to the S-1 and incorporated herein by
               reference).

     *10.39    Labor Cost Savings Agreement dated as of August 4, 1993 between
               Northwest and The International Association of Machinists and
               Aerospace Workers (filed as Exhibit 10.20 to the S-1 and
               incorporated herein by reference).

     *10.40    Labor Cost Savings Agreement dated as of July 30, 1993 between
               Northwest and The International Brotherhood of Teamsters (filed
               as Exhibit 10.21 to the S-1 and incorporated herein by
               reference).

     *10.41    Labor Cost Savings Agreement dated as of July 30, 1993 between
               Northwest and The Transport Workers Union of America (filed as
               Exhibit 10.22 to the S-1 and incorporated herein by reference).

     *10.42    Labor Cost Savings Agreement dated as of July 29, 1993 between
               Northwest and The Airline Technical Support Association (filed as
               Exhibit 10.23 to the S-1 and incorporated herein by reference).

     *10.43    Labor Cost Savings Agreement dated as of July 28, 1993 between
               Northwest and The Northwest Airlines Meteorologists Association
               (filed as Exhibit 10.24 to the S-1 and incorporated herein by
               reference).

     *10.44    Purchase Agreement No. 1630 between Northwest and The Boeing
               Company ("Boeing") dated December 1, 1989 and related letter
               agreements relating to the purchase of 747-400 aircraft (filed as
               Exhibit 10.34 to the S-1 and incorporated herein by reference).

     *10.45    Supplemental Agreement No. 4 to Purchase Agreement No. 1630,
               dated as of February 3, 1995, and related letter agreements
               between Boeing and Northwest (filed as Exhibit 10.34 to the 10-K
               and incorporated herein by reference; the Commission has granted
               confidential treatment for certain portions of this document).

     *10.46    Purchase Agreement No. 1631 between Northwest and Boeing and
               related letter agreements relating to the acquisition of 757
               aircraft (filed as Exhibit 10.35 to the S-1 and incorporated
               herein by reference).

     *10.47    Supplemental Agreement No. 4 to Purchase Agreement No. 1631,
               dated as of February 3, 1995, and related letter agreements
               between Boeing and Northwest. (filed as Exhibit 10.36 to the 10-K
               and incorporated herein by reference; the Commission has granted
               confidential treatment for certain portions of this document).

     *10.48    Supplemental Agreement No. 5 to Purchase Agreement No. 1631,
               dated as of February 17, 1995, and related letter agreements
               between Boeing and Northwest. (filed as Exhibit 10.37 to the 10-K
               and incorporated herein by reference; the Commission has granted
               confidential treatment for certain portions of this document).

     *10.49    Airbus A330 Purchase Agreement dated February 10, 1989 and
               related letter agreements between AVSA S.A.R.L. and Northwest
               Airlines Inc. (filed as Exhibit 10.36 to the S-1 and incorporated
               herein by reference).

     *10.50    Amendment No. 5 to A330 Purchase Agreement among AVSA, S.A.R.L.
               and Northwest Airlines Inc. (filed as Exhibit 10.4 to the 10-Q
               and incorporated herein by reference; the Commission has granted
               confidential treatment for certain portions of this document).

<PAGE>
                                                                               7


      10.51    A319-100 Purchase Agreement dated as of September 19, 1997
               between AVSA, S.A.R.L. and Northwest Airlines, Inc. (Confidential
               treatment has been granted with respect to certain portions of
               this exhibit, which is filed herewith.)

     *+10.52   Employment Agreement with Michael E. Levine dated as of
               September 1, 1996 (filed as Exhibit 10.49 to NWA Corp.'s Form
               10-K for the year ended December 31, 1996 and incorporated herein
               by reference).

     *+10.53   Employment Agreement with Christopher E. Clouser dated as of
               September 1, 1996 (filed as Exhibit 10.50 to NWA Corp.'s Form
               10-K for the year ended December 31, 1996 and incorporated herein
               by reference).

     *+10.54   Employment Agreement with Douglas M. Steenland dated as of
               September 1, 1996 (filed as Exhibit 10.51 to NWA Corp.'s Form
               10-K for the year ended December  31, 1996 and incorporated
               herein by reference).

     *+10.55   Employment Agreement with James A. Lawrence dated as of
               September 1, 1996.

     *+10.56   Northwest Retirement Plan for Management Employees (filed as
               Exhibit 10.41 to the S-1 and incorporated herein by reference).

     *+10.57   Key Employee Annual Cash Incentive Program (filed as Exhibit
               10.42 to the S-1 and incorporated herein by reference).

     *+10.58   Northwest Officers Excess Benefit Plan (filed as Exhibit 10.43 to
               the S-1 and incorporated herein by reference).

     *+10.59   1990 Stock Option Plan for Key Employees of the Company (filed as
               Exhibit 10.44 to the S-1 and incorporated herein by reference).

     *+10.60   1994 NWA Corp. Stock Incentive Plan, as amended (filed as Exhibit
               10.5 to the 10-Q and incorporated herein by reference).

     *+10.61   1996 NWA Corp. Retention and Long-Term Incentive Compensation
               Plan (filed as Exhibit 10.53 to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995 and incorporated
               herein by reference).

     *+10.62   First Amendement to 1996 NWA Corp. Retention and Long-Term
               Incentive Compensation Plan.

     *+10.63   Unit Award Agreement with John H. Dasburg dates as of January 26,
               1996 (filed as Exhibit 10.54 to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995 and incorporated
               herein by reference).

     *+10.64   Northwest Airlines, Inc. Supplemental Executive Retirement Plan
               (1995 Statement) (filed as Exhibit 10.61 to NWA Corp.'s Form 10-K
               for the year ended December 31, 1996 and incorporated herein by
               reference).

     *+10.65   Letter agreements dated December 20, 1997 and March 14, 1997 with
               John H. Dasburg with respect to participation in the Northwest
               Airlines, Inc. Supplemental Executive Retirement Program (filed
               as Exhibit 10.62 to NWA Corp.'s Form 10-K for the year ended
               December 31, 1996 and incorporated herein by reference).

     *+10.66   Letter Agreement dated October 10, 1997 with Michael E. Levine
               with respect to participation in the Northwest Airlines, Inc.
               Supplement Executive Retirement Program.

     *+10.67   Form of Non-Qualified Stock Option Agreement and form of
               Amendment thereto for executive officers under the 1994 NWA Corp.
               Stock Incentive Plan, as amended (filed as Exhibit 10.63 to NWA
               Corp.'s Form 10-K for the year ended December 31, 1996 and
               incorporated herein by reference).

     *12.1     Computation of Ratio of Earnings to Fixed Charges.

     *12.2     Computation of Ratio of Earnings to Fixed Charges and Preferred
               Stock Requirements.

     *21.1     List of Subsidiaries.

     *23.1     Consent of Ernst & Young LLP.

<PAGE>
                                                                               8


     *27.1     Financial Data Schedule for the year ended December 31, 1997.

     *27.2     Financial Data Schedules for the year ended December 31, 1996 and
               the quarters ended March 31, 1996, June 30, 1996 and
               September 30, 1996.

     *27.3     Financial Data Schedules for the quarters ended March 31, 1997,
               June 30, 1997 and December 31, 1997.

___________

     * Filed previously.
     + Compensatory plans in which the directors and executive officers of NWA
     Corp. participate.



<PAGE>
                                                                               9


                                      SIGNATURE

     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 this 18th day of
September, 1998. 


                         NORTHWEST AIRLINES CORPORATION
     

                         By:   /s/ DOUGLAS M. STEENLAND      
                            -------------------------------
                              Douglas M. Steenland
                              Executive Vice President,
                              General Counsel and Secretary


EXHIBIT INDEX


   Exhibit No.           Description
   -----------           -----------

     *2.1      Investment Agreement among NWA Corp., Newbridge Parent
               Corporation, Air Partners, L.P., the Partners of Air Partners
               identified on the signature pages thereto, Bonderman Family
               Limited Partnership, 1992 Air, Inc. and Air Saipan, Inc., dated
               as of January 25, 1998 (without exhibits and schedules) (filed as
               Exhibit 2.1 to NWA Corp.'s Current Report on Form 8-K dated
               January 25, 1998 and incorporated herein by reference).

     *2.2      Governance Agreement among NWA Corp., Newbridge Parent
               Corporation and Continental Airlines, Inc., dated as of January
               25, 1998 (filed as Exhibit 2.2 to NWA Corp.'s Current Report on
               Form 8-K dated January 25, 1998 and incorporated herein by
               reference).

     *2.3      Merger Agreement among NWA Corp., Newbridge Parent Corporation,
               and Newbridge Merger Corporation, dated as of January 25, 1998
               (filed as Exhibit 2.3 to NWA Corp.'s Current Report on Form 8-K
               dated January 25, 1998 and incorporated herein by reference).

     *2.4      Purchase Agreement among NWA Corp., Newbridge Parent Corporation,
               Barlow Investors III, LLC and the Guarantors signatory thereto,
               dated as of March 2, 1998 (filed as Exhibit 2.1 to NWA Corp.'s
               Current Report on Form 8-K dated March 2, 1998 and incorporated
               herein by reference).

     *2.5      First Amendment to the Governance Agreement, among Continental
               Airlines, Inc., NWA Corp. and Newbridge Parent Corporation, dated
               as of March 2, 1998 (filed as Exhibit 2.2 to NWA Corp.'s Current
               Report on Form 8-K dated March 2, 1998 and incorporated herein by
               reference).

     *2.6      Amendment No. 1 to the Investment Agreement among NWA Corp.,
               Newbridge Parent Corporation, Air Partners, L.P., the Partners of
               Air Partners, L.P. signatory thereto, Bonderman Family Limited
               Partnership, Air Saipan, Inc. and 1992 Air, Inc., dated as of
               February 27, 1998 (filed as Exhibit 2.3 to NWA Corp.'s Current
               Report on Form 8-K dated March 2, 1998 and incorporated herein by
               reference).

     *2.7      Assignment Agreement among NWA Corp., Newbridge Parent
               Corporation, Air Partners, L.P., the Partners of Air Partners,
               L.P. signatory thereto, Bonderman Family Limited Partnership, Air
               Saipan, Inc., 1992 Air, Inc. and Coulco, Inc., dated as of
               February 27, 1998.

<PAGE>
                                                                              10

     *3.1      Second Amended and Restated Certificate of Incorporation of NWA
               Corp. (filed as Exhibit 3.1 to the Registration Statement on Form
               S-1, File No. 33-74210 (the "S-1") and incorporated herein by
               reference).

     *3.2      Certificate of Amendment to the Second Amended and Restated
               Certificate of Incorporation of NWA Corp. (filed as Exhibit 3.3
               to the S-1 and incorporated herein by reference).

     *3.3      Amended and Restated Bylaws of NWA Corp. (filed as Exhibit 3.2 to
               the S- 1 and incorporated herein by reference).

     *3.4      Restated Certificate of Incorporation of Northwest (filed as
               Exhibit 3.3 to Northwest's Registration Statement on Form S-3
               File No. 33-74772 (the "Debt S-3") and incorporated herein by
               reference).

     *3.5      Bylaws of Northwest (filed as Exhibit 3.4 to the Debt S-3 and
               incorporated herein by reference).

     *4.1      Amended and Restated Certificate of Designation of Series A
               Preferred Stock of NWA Corp. (included in Exhibit 3.1).

     *4.2      Amended and Restated Certificate of Designation of Series B
               Preferred Stock of NWA Corp. (included in Exhibit 3.1).

     *4.3      Certificate of Designation of Series C Preferred Stock of NWA
               Corp. (included in Exhibit 3.1).

     *4.4      Certificate of Designation of Series D Junior Participating
               Preferred Stock of NWA Corp. (filed as Exhibit A to Exhibit 1 to
               NWA Corp.'s Current Report on Form 8-K dated November 16, 1995
               (the "8-K") and incorporated herein by reference).

     *4.5      Certificate of Elimination of Series A Preferred Stock of NWA
               Corp.

     *4.6      Certificate of Elimination of Series B Preferred Stock of NWA
               Corp.

     *4.7      Rights Agreement dated as of November 16, 1995 between NWA Corp.
               and Norwest Bank Minnesota, N.A., as Rights Agent (filed as
               Exhibit 1 to the 8-K and incorporated herein by reference).

     *4.8      Amendment of Rights Agreement dated as of September 29, 1997
               between NWA Corp. and Norwest Bank Minnesota, N.A., as Rights
               Agent (filed as Exhibit 4.1 to NWA Corp.'s Form 10-Q for the
               quarter ended September 30, 1997 and incorporated herein by
               reference).

     *4.9      The registrant hereby agrees to furnish to the Commission, upon
               request, copies of certain instruments defining the rights of
               holders of long-term debt of the kind described in Item
               601 (b) (4) of Regulation S-K.

     *10.1     Second Amended and Restated Investor Stockholders' Agreement
               dated as of December 23, 1993 among NWA Corp. and the Original
               Investors named therein ("Second Amended and Restated
               Stockholders' Agreement") (filed as Exhibit 4.9 to the S-1 and
               incorporated herein by reference).

     *10.2     Supplement dated as of December 23, 1993 to Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.11 to NWA
               Corp.'s Annual Report on Form 10-K for the year ended
               December 31, 1994 (the "10-K") and incorporated herein by
               reference).

     *10.3     Amendment dated as of December 14, 1994 to Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.13 to the
               10-K and incorporated herein by reference).

     *10.4     Amendment dated as of January 6, 1995 to Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.14 to the
               10-K and incorporated herein by reference).

     *10.5     Amendment dated as of January 25, 1995 to Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.15 to the
               10-K and incorporated herein by reference).

     *10.6     Amendment dated as of October 23, 1995 to the Second Amended and
               Restated Stockholders' Agreement (filed as Exhibit 4.11


<PAGE>
                                                                              11

               to NWA Corp.'s Registration Statement on Form S-3, File No.
               33-98494 (the "S-3") and incorporated herein by reference).

     *10.7     Amendment to Second Amended and Restated Investor Stockholders'
               Agreement dated September 29, 1997 (filed as Exhibit 10.7 to NWA
               Corp.'s Form 10-Q for the quarter ended September 30, 1997 and
               incorporated herein by reference).

     *10.8     Standstill Agreement between Koninklijke Luchtvaart Maatschappij
               N.V. and NWA Corp. dated September 29, 1997 (filed as Exhibit
               10.6 of NWA Corp.'s 10-Q for the quarter ended September 30,
               1997).

     *10.9     Common Stock Repurchase Agreement dated September 29, 1997
               between NWA Corp. and Koninklijke Luchtvaart Maatschappij N.V.
               (filed as Exhibit 10.2 to NWA Corp.'s Form 10-Q for the quarter
               ended September 30, 1997 and incorporated herein by reference).

     *10.10    Preferred Stock Repurchase Agreement dated September 29, 1997
               between NWA Corp. and Koninklijke Luchtvaart Maatschappij N.V.
               (filed as Exhibit 10.3 to NWA Corp.'s Form 10-Q for the quarter
               ended September 30, 1997 and incorporated herein by reference).

     *10.11    BTNY Preferred Stock Repurchase Agreement dated September 29,
               1997 NWA Corp. and Bankers Trust New York Corporation (filed as
               Exhibit 10.4 to NWA Corp.'s Form 10-Q for the quarter ended
               September 30, 1997 and incorporated herein by reference).

     *10.12    Blum Preferred Stock Repurchase Agreement dated September 29,
               1997 between NWA Corp. and Richard C. Blum & Associates--NWA
               Partners, L.P. (filed as Exhibit 10.5 to NWA Corp.'s Form 10-Q
               for the quarter ended September 30, 1997 and incorporated herein
               by reference).

     *10.13    Amended and Restated Agreement, dated as of October 29, 1997,
               among NWA Corp., Alfred A. Checchi, Gary L. Wilson, Frederic V.
               Malek, Frederic W. Malek, Michelle A. Malek, Frederick V. Malek
               as trustee of a trust for the benefit of Frederic W. Malek and
               Frederic V. Malek as trustee of a trust for the benefit of
               Michelle A. Malek.

     *10.14    Stockholders' Agreement, dated as of September 9, 1994, among NWA
               Corp., the Original Investors named therein and the Unions named
               therein (the "Stockholders' Agreement") (filed as Exhibit 4.13 to
               NWA Corp.'s and Northwest's Registration Statement on Form S-4,
               File No. 33-87250, and incorporated herein by reference).

     *10.15    Amendment dated as of October 3, 1994 to Stockholders' Agreement
               (filed as Exhibit 4.12 to the 10-K and incorporated herein by
               reference).

     *10.16    Amendment dated as of December 14, 1994 to the Stockholders'
               Agreement (filed as Exhibit 4.22 to the 10-K and incorporated
               herein by reference).

     *10.17    Amendment dated as of January 25, 1995 to the Stockholders'
               Agreement (filed as Exhibit 4.23 to the 10-K and incorporated
               herein by reference).

     *10.18    Amendment dated as of November 1, 1995 to the Stockholders'
               Agreement (filed as Exhibit 4.12 to the S-3 and incorporated
               herein by reference).

     *10.19    First Amended and Restated Common Stock Registration Rights
               Agreement among NWA Corp., the holders of the Series C Preferred
               Stock and the Original Investors named therein (filed as Exhibit
               4.18 to the 10-K and incorporated herein by reference).

     *10.20    Registration Participation Agreement dated as of October 20, 1995
               among the Unions named therein, holders of Series C Preferred
               Stock and NWA Corp. (filed as Exhibit 10.14 to NWA Corp.'s Annual
               Report on Form 10-K for the year ended December 31, 1995 and
               incorporated herein by reference).

<PAGE>
                                                                              12

     *10.21    Special Facilities Lease between Charter County of Wayne,
               Michigan and Republic Airlines, Inc. dated December 1, 1985 and
               Guarantee by and between Northwest (as successor to Republic) and
               Manufacturers National Bank of Detroit (filed as Exhibit 10.6 to
               the S-1 and incorporated herein by reference).

     *10.22    Indenture of Lease Agreement dated October 5, 1961 and related
               amendments, between the Board of County Road Commissioner of the
               County of Wayne, Michigan and Northwest, as successor to North
               Central Airlines, Inc. (filed as Exhibit 10.7 to the S-1 and
               incorporated herein by reference).

     *10.23    Amendatory Agreement between The Charter County of Wayne,
               Michigan and Northwest dated as of October 8, 1996 (filed as
               Exhibit 10.1 to NWA Corp.'s Form 10-Q for the quarter ended
               September 30, 1996 (the "10-Q") and incorporated herein by
               reference).

     *10.24    First Amended and Restated Airport Agreement between The Charter
               County of Wayne, Michigan and Northwest dated as of October 10,
               1996 (filed as Exhibit 10.2 to the 10-Q and incorporated herein
               by reference).

     *10.25    Second Amended and Restated Airport Agreement between The Charter
               County of Wayne, Michigan and Northwest dated as of October 10,
               1996 (filed as Exhibit 10.3 to the 10-Q incorporated herein by
               reference).

     *10.26    Airport Terminal Building Lease for Minneapolis-St. Paul
               International Airport dated as of June 18, 1964 and related
               amendments entered into by and between The Minneapolis-St. Paul
               Metropolitan Airports Commission and Northwest, as successor to
               Northwest Orient Airlines, Inc. (filed as Exhibit 10.8 to the S-1
               and incorporated herein by reference).

     *10.27    Master Financing Agreement dated as of March 29, 1992 among NWA
               Corp., Northwest and the State of Minnesota (filed as Exhibit
               10.9 to the S-1 and incorporated herein by reference).

     *10.28    Facilities and Equipment Lease Agreement dated March 27, 1992
               between Metropolitan Airports Commission as Lessor and Northwest
               Aerospace Training Corporation, as Lessee (filed as Exhibit 10.10
               to the S-1 and incorporated herein by reference).

     *10.29    Facilities and Equipment Lease Agreement dated as of March 27,
               1992 between Metropolitan Airports Commission as Lessor and NWA
               Inc. (filed as Exhibit 10.11 to the S-1 and incorporated herein
               by reference).

     *10.30    Facilities and Equipment Lease Agreement dated as of March 27,
               1992 between Metropolitan Airports Commission as Lessor and
               Northwest (filed as Exhibit 10.12 to the S-1 and incorporated
               herein by reference).

     *10.31    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The Air Line Pilots Association International
               (filed as Exhibit 10.13 to the S-1 and incorporated herein by
               reference).

     *10.32    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The International Association of Machinists and
               Aerospace Workers (filed as Exhibit 10.14 to the S-1 and
               incorporated herein by reference).

     *10.33    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The International Brotherhood of Teamsters (filed
               as Exhibit 10.15 to the S-1 and incorporated herein by
               reference).

     *10.34    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The Transport Workers Union of America (filed as
               Exhibit 10.16 to the S-1 and incorporated herein by reference).

<PAGE>
                                                                              13

     *10.35    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and the Airline Technical Support Association (filed as
               Exhibit 10.17 to the S-1 and incorporated herein by reference).

     *10.36    Equity Letter Agreement dated as of August 1, 1993 between
               Northwest and The Northwest Airlines Meteorologists Association
               (filed as Exhibit 10.18 to the S-1 and incorporated herein by
               reference).

     *10.37    Amendment dated as of December 14, 1994 to the Equity Letter
               Agreements listed as Exhibits 10.26 through 10.31 (filed as
               Exhibit 10.19 to the 10-K and incorporated herein by reference).

     *10.38    Labor Cost Savings Agreement dated as of July 30, 1993 between
               Northwest and The Air Line Pilots Association International
               (filed as Exhibit 10.19 to the S-1 and incorporated herein by
               reference).

     *10.39    Labor Cost Savings Agreement dated as of August 4, 1993 between
               Northwest and The International Association of Machinists and
               Aerospace Workers (filed as Exhibit 10.20 to the S-1 and
               incorporated herein by reference).

     *10.40    Labor Cost Savings Agreement dated as of July 30, 1993 between
               Northwest and The International Brotherhood of Teamsters (filed
               as Exhibit 10.21 to the S-1 and incorporated herein by
               reference).

     *10.41    Labor Cost Savings Agreement dated as of July 30, 1993 between
               Northwest and The Transport Workers Union of America (filed as
               Exhibit 10.22 to the S-1 and incorporated herein by reference).

     *10.42    Labor Cost Savings Agreement dated as of July 29, 1993 between
               Northwest and The Airline Technical Support Association (filed as
               Exhibit 10.23 to the S-1 and incorporated herein by reference).

     *10.43    Labor Cost Savings Agreement dated as of July 28, 1993 between
               Northwest and The Northwest Airlines Meteorologists Association
               (filed as Exhibit 10.24 to the S-1 and incorporated herein by
               reference).

     *10.44    Purchase Agreement No. 1630 between Northwest and The Boeing
               Company ("Boeing") dated December 1, 1989 and related letter
               agreements relating to the purchase of 747-400 aircraft (filed as
               Exhibit 10.34 to the S-1 and incorporated herein by reference).

     *10.45    Supplemental Agreement No. 4 to Purchase Agreement No. 1630,
               dated as of February 3, 1995, and related letter agreements
               between Boeing and Northwest (filed as Exhibit 10.34 to the 10-K
               and incorporated herein by reference; the Commission has granted
               confidential treatment for certain portions of this document).

     *10.46    Purchase Agreement No. 1631 between Northwest and Boeing and
               related letter agreements relating to the acquisition of 757
               aircraft (filed as Exhibit 10.35 to the S-1 and incorporated
               herein by reference).

     *10.47    Supplemental Agreement No. 4 to Purchase Agreement No. 1631,
               dated as of February 3, 1995, and related letter agreements
               between Boeing and Northwest. (filed as Exhibit 10.36 to the 10-K
               and incorporated herein by reference; the Commission has granted
               confidential treatment for certain portions of this document).

     *10.48    Supplemental Agreement No. 5 to Purchase Agreement No. 1631,
               dated as of February 17, 1995, and related letter agreements
               between Boeing and Northwest. (filed as Exhibit 10.37 to the 10-K
               and incorporated herein by reference; the Commission has granted
               confidential treatment for certain portions of this document).

     *10.49    Airbus A330 Purchase Agreement dated February 10, 1989 and
               related letter agreements between AVSA S.A.R.L. and

<PAGE>
                                                                              14


               Northwest Airlines Inc. (filed as Exhibit 10.36 to the S-1 and
               incorporated herein by reference).

     *10.50    Amendment No. 5 to A330 Purchase Agreement among AVSA, S.A.R.L.
               and Northwest Airlines Inc. (filed as Exhibit 10.4 to the 10-Q
               and incorporated herein by reference; the Commission has granted
               confidential treatment for certain portions of this document).

      10.51    A319-100 Purchase Agreement dated as of September 19, 1997
               between AVSA, S.A.R.L. and Northwest Airlines, Inc. (Confidential
               treatment has been granted with respect to certain portions of
               this exhibit, which is filed herewith.)

     *+10.52   Employment Agreement with Michael E. Levine dated as of
               September 1, 1996 (filed as Exhibit 10.49 to NWA Corp.'s Form
               10-K for the year ended December 31, 1996 and incorporated herein
               by reference).

     *+10.53   Employment Agreement with Christopher E. Clouser dated as of
               September 1, 1996 (filed as Exhibit 10.50 to NWA Corp.'s Form
               10-K for the year ended December 31, 1996 and incorporated herein
               by reference).

     *+10.54   Employment Agreement with Douglas M. Steenland dated as of
               September 1, 1996 (filed as Exhibit 10.51 to NWA Corp.'s Form
               10-K for the year ended December  31, 1996 and incorporated
               herein by reference).

     *+10.55   Employment Agreement with James A. Lawrence dated as of
               September 1, 1996.

     *+10.56   Northwest Retirement Plan for Management Employees (filed as
               Exhibit 10.41 to the S-1 and incorporated herein by reference).

     *+10.57   Key Employee Annual Cash Incentive Program (filed as Exhibit
               10.42 to the S-1 and incorporated herein by reference).

     *+10.58   Northwest Officers Excess Benefit Plan (filed as Exhibit 10.43 to
               the S-1 and incorporated herein by reference).

     *+10.59   1990 Stock Option Plan for Key Employees of the Company (filed as
               Exhibit 10.44 to the S-1 and incorporated herein by reference).

     *+10.60   1994 NWA Corp. Stock Incentive Plan, as amended (filed as Exhibit
               10.5 to the 10-Q and incorporated herein by reference).

     *+10.61   1996 NWA Corp. Retention and Long-Term Incentive Compensation
               Plan (filed as Exhibit 10.53 to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995 and incorporated
               herein by reference).

     *+10.62   First Amendement to 1996 NWA Corp. Retention and Long-Term
               Incentive Compensation Plan.

     *+10.63   Unit Award Agreement with John H. Dasburg dates as of January 26,
               1996 (filed as Exhibit 10.54 to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995 and incorporated
               herein by reference).

     *+10.64   Northwest Airlines, Inc. Supplemental Executive Retirement Plan
               (1995 Statement) (filed as Exhibit 10.61 to NWA Corp.'s Form 10-K
               for the year ended December 31, 1996 and incorporated herein by
               reference).

     *+10.65   Letter agreements dated December 20, 1997 and March 14, 1997 with
               John H. Dasburg with respect to participation in the Northwest
               Airlines, Inc. Supplemental Executive Retirement Program (filed
               as Exhibit 10.62 to NWA Corp.'s Form 10-K for the year ended
               December 31, 1996 and incorporated herein by reference).

     *+10.66   Letter Agreement dated October 10, 1997 with Michael E. Levine
               with respect to participation in the Northwest Airlines, Inc.
               Supplement Executive Retirement Program.

     *+10.67   Form of Non-Qualified Stock Option Agreement and form of
               Amendment thereto for executive officers under the 1994 NWA Corp.
               Stock Incentive Plan, as amended (filed as Exhibit

<PAGE>
                                                                              15

               10.63 to NWA Corp.'s Form 10-K for the year ended December 31,
               1996 and incorporated herein by reference).

     *12.1     Computation of Ratio of Earnings to Fixed Charges.

     *12.2     Computation of Ratio of Earnings to Fixed Charges and Preferred
               Stock Requirements.

     *21.1     List of Subsidiaries.

     *23.1     Consent of Ernst & Young LLP.

     *27.1     Financial Data Schedule for the year ended December 31, 1997.

     *27.2     Financial Data Schedules for the year ended December 31, 1996 and
               the quarters ended March 31, 1996, June 30, 1996 and
               September 30, 1996.

     *27.3     Financial Data Schedules for the quarters ended March 31, 1997,
               June 30, 1997 and December 31, 1997.

___________

     * Filed previously.
     + Compensatory plans in which the directors and executive officers of NWA
     Corp. participate.