Delta Airlines 2003 Annual Report Download - page 302

EXHIBIT 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION
OF CHIEF FINANCIAL OFFICER
I, M. Michele Burns, certify that:
1. I have reviewed this annual report on Form 10-K of Delta Air
Lines, Inc. for the fiscal year ended December 31, 2003;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of Delta
as of, and for, the periods presented in this report;
4. Delta's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for Delta and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to Delta, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of Delta's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in Delta's
internal control over financial reporting that occurred during Delta's fourth
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, Delta's internal control over financial reporting; and
5. Delta's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
Delta's auditors and the Audit Committee of Delta's Board of Directors (or
persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect Delta's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in Delta's internal
control over financial reporting.
Date: March 12, 2004
/s/ M. Michele Burns
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M. Michele Burns
Executive Vice President and
Chief Financial Officer