**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-Q/A**

** **

**QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d)**

**OF THE SECURITIESEXCHANGE ACT OF 1934**

** **

**Forthe quarterly period ended March 31, 2008**

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**Commission File Number: 0-23642**

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**NORTHWESTAIRLINES CORPORATION**

**(Exactname of registrant as specified in its charter)**

** **

| **Delaware**                                                         | ** ** | **41-1905580**                            |
|----------------------------------------------------------------------|------------|-------------------------------------------|
| **(State or other jurisdiction of  incorporation or  organization)** | ** ** | **(I.R.S. Employer Identification  No.)** |
| ** **                                                           | ** ** | ** **                                |
| **2700  Lone Oak Parkway, Eagan, Minnesota**                         | ** ** | **55121**                                 |
| **(Address of principal executive  offices)**                        | ** ** | **(Zip Code)**                            |

** **

**(612) 726-2111**

**(Registrant’stelephone number, including area code)**

** **

**Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes **x     No o

** **

**Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definitionsof “large accelerated filer,”  “acceleratedfiler” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.**

** **
| **Large accelerated filer**x | **Accelerated  filer**o | **Non-accelerated  filer**o  (Do  not check if a smaller  reporting company) | **Smaller reporting company**o |
|------------------------------|-------------------------|------------------------------------------------------------------------------|--------------------------------|

** **

**Indicate by a check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes **o   Nox

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**Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Sections 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a planconfirmed by a court. Yes **x   No o

 

**As of April 11, 2008,there were 243,903,924 shares of the registrant’s Common Stock outstanding.**

 

 

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**ExplanatoryNOte**

 

                On April 30,2008, NWA Corp. filed its Quarterly Report on Form 10-Q for the period endedMarch 31, 2008.  NWA Corp. herebyamends its Quarterly Report on Form 10-Q for the period ended March 31,2008 to include Item 5 of Part II.  Noother amendments or changes are, or were, made to the Quarterly Report.

 

PART II. OTHER INFORMATION

** **

**Item 5.    OtherInformation**

 

                On April 24, 2008,the Company entered into an amendment to its Bank Credit Facility which, amongother items, waived the Company’s compliance with the Fixed Change CoverageRatio from April 1, 2008 through March 31, 2009.  Additional information regarding the amendmentis included in “Note 10 — Long Term Debt” to Notes to Condensed ConsolidatedFinancial Statements and in “Management’s Discussion of Analysis of FinancialCondition and Results of Operations — Liquidity and Capital Resources — Debt”and is incorporated herein by reference.

 

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SIGNATURE

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized this 30th day of April 2008.

 
|   | NORTHWEST AIRLINES CORPORATION |
|--------|--------------------------------|
|   |                           |
|   | By                             | /s/ Anna M. Schaefer |
|   |                           | Anna M. Schaefer |
|   |                           | *Vice President – Finance and Chief Accounting  Officer  (principal accounting officer)* |

 

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