SCHEDULE 13G Amendment No. 2 Delta Airlines Incorporated Common Stock Cusip #247361108 Cusip #247361108 Item 1: Reporting Person - FMR Corp. Item 4: Commonwealth of Massachusetts Item 5: 329,030 Item 6: 0 Item 7: 9,212,280 Item 8: 0 Item 9: 9,212,280 Item 11: 7.475% Item 12: HC Cusip #247361108 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 9,212,280 Item 8: 0 Item 9: 9,212,280 Item 11: 7.475% Item 12: IN Cusip #247361108 Item 1: Reporting Person - Abigail P. Johnson Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 9,212,280 Item 8: 0 Item 9: 9,212,280 Item 11: 7.475% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Delta Airlines Incorporated Item 1(b). Name of Issuer's Principal Executive Offices: Hartsfield Atlanta International Airport Atlanta, GA 30320 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 247361108 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 9,212,280 (b) Percent of Class: 7.475% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 329,030 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 9,212,280 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Delta Airlines Incorporated. No one person's interest in the Common Stock of Delta Airlines Incorporated is more than five percent of the total outstanding Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A, B. Item 8. Identification and Classification of Members of the Group. Not Applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with FMR Corp.'s beneficial ownership of the Common Stock of Delta Airlines Incorporated at July 31, 2002 is true, complete and correct. August 12, 2002 Date /s/ Stuart Fross Signature Stuart Fross Duly authorized under Power of Attorney dated July 30, 2002. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 8,880,650 shares or 7.206% of the Common Stock outstanding of Delta Airlines Incorporated ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 8,880,650 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 331,176 shares or 0.269% of the Common Stock outstanding of the Company as a result of its serving as investment manager of the institutional account(s). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 331,176 shares and sole power to vote or to direct the voting of 328,576 shares, and no power to vote or to direct the voting of 2,600 shares of Common Stock owned by the institutional account(s) as reported above. Geode Capital Management, LLC, 53 State Street, Boston, Massachusetts 02109, a Delaware limited liability company ("Geode LLC"), is the beneficial owner of 454 shares or 0.000% of the outstanding common stock of the Company. Geode LLC is wholly-owned by Fidelity Investors III Limited Partnership ("FILP III"), a Delaware limited partnership. Geode LLC is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Fidelity Investors Management, LLC ("FIML"), a Delaware limited liability company, is the general partner and investment manager of FILP III, and is an investment manager registered under Section 203 of the Investment Advisers Act of 1940. The managers of Geode LLC, the members of FIML and the limited partners of FILP III are certain shareholders and employees of FMR Corp. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on August 12, 2002, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Delta Airlines Incorporated at July 31, 2002. FMR Corp. By /s/ Stuart Fross Stuart Fross Duly authorized under Power of Attorney dated July 30, 2002. Edward C. Johnson 3d By /s/ Stuart Fross Stuart Fross Duly authorized under Power of Attorney dated July 30, 2002. Abigail P. Johnson By /s/ Stuart Fross Stuart Fross Duly authorized under Power of Attorney dated July 30, 2002. Fidelity Management & Research Company By /s/ Stuart Fross Stuart Fross Duly authorized under Power of Attorney dated July 30, 2002.