NORTHWEST AIRLINES INC /MN, S-3/A, 2000-09-27

NORTHWEST AIRLINES INC /MN
S-3/A, 2000-09-27
AIR TRANSPORTATION, SCHEDULED

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As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-45314
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________

AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________

NORTHWEST AIRLINES CORPORATION NORTHWEST AIRLINES, INC.
(Exact name of Registrants as specified in their charters)
Delaware Minnesota
(State or other jurisdiction of incorporation or organization)
4512 4512
(Primary Standard Industrial Classification Code Number)
41-1905580 41-0449230
(I.R.S. Employer Identification Number)
_________________________
2700 Lone Oak Parkway
Eagan, Minnesota 55121
(612) 726-2111
(Address, including zip code, and telephone number, including area code,
of Registrants' principal executive offices)
___________
Douglas M. Steenland, Esq.

<PAGE>

Executive Vice President, General Counsel and Secretary
Northwest Airlines Corporation
2700 Lone Oak Parkway
Eagan, Minnesota 55121
(612) 726-2111
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
_________________________

Copy to:
Stephan J. Feder, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
_________________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. / /

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. /x/

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If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. / /

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /

Pursuant to Rule 429 of the Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, the Forms of
Prospectus included in this Registration Statement also relate to an
aggregate remaining amount of $39,902,000 of the classes of Securities
covered by such Forms of Prospectus previously registered under the
Registration Statement on Form S-3 (File No. 333-79215). A filing fee of
$283,893.60 was paid on May 25, 1999 in connection with the remaining
amount of Securities registered under the Registration Statement on Form
S-3 (File No. 333-79215). This Registration Statement is a new
Registration Statement, constitutes Post Effective Amendment No. 1 to
Registration Statement No. 333-79215, and such Post-Effective Amendment
shall hereafter become effective concurrently with the effectiveness of
this Registration Statement and in accordance with Section 8(c) of the
Securities Act of 1933.

_________________________

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EXPLANATORY NOTE

This Registration Statement consists of two separate
Prospectuses, covering securities to be registered as follows:

- debt securities and warrants to purchase debt securities
of Northwest Airlines, Inc. and guarantees of the debt
securities by Northwest Airlines Corporation; and

. pass through certificates of Northwest Airlines, Inc. and
related guarantees of Northwest Airlines Corporation.

Separate financial statements of Northwest Airlines, Inc. are
not being provided because all of the securities being issued by
Northwest Airlines, Inc. under this registration statement are fully and
unconditionally guaranteed by Northwest Airlines Corporation and such
separate financial statements are therefore not deemed material.

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PROSPECTUS

$975,000,000

NORTHWEST AIRLINES, INC.

Debt Securities and Warrants to Purchase Debt Securities
_________________________

Payment of Principal, Premium, if any, and Interest Fully and
Unconditionally Guaranteed by

NORTHWEST AIRLINES CORPORATION
_________________________

Northwest Airlines, Inc. may from time to time offer its debt
securities and warrants to purchase debt securities. The debt securities
will be fully and unconditionally guaranteed by Northwest Airlines
Corporation, the indirect parent of Northwest Airlines, Inc.

When we decide to sell a particular series of securities, we
will provide specific terms of the offered securities in a prospectus
supplement. You should read this prospectus and any prospectus supplement
carefully before you invest.
_________________________

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
_________________________

The date of this prospectus is September 27, 2000

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TABLE OF CONTENTS

About this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . . . . . . . . . . 4
Disclosure Regarding Forward-Looking Statements . . . . . . . . . . . . 4
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . 5
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . 7
Description of Warrants . . . . . . . . . . . . . . . . . . . . . . . .20
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 23
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

You should rely only on the information provided in this
prospectus and any prospectus supplement, including the information
incorporated by reference. We have not authorized anyone to provide you
with different information. Northwest Airlines, Inc. will offer to sell
the securities and seek offers to buy the securities, only in
jurisdictions where offers and sales are permitted. The information
contained in or incorporated by reference in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sales of the securities.

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<PAGE>
ABOUT THIS PROSPECTUS

This prospectus is part of registration statements that we
filed with the Securities and Exchange utilizing a "shelf" registration
process. Under this shelf process, we may sell any combination of debt
securities and warrants to purchase debt securities described in this
prospectus in one or more offerings up to a total dollar amount of
$975,000,000 or the equivalent of this amount in foreign currencies or
foreign currency units.

This prospectus provides you with a general description of the
securities we may offer. Each time we offer securities, we will provide
you with a prospectus supplement that will describe the specific amounts,
prices and terms of the offered securities. The prospectus supplement may
also add, update or change information contained in this prospectus. You
should read both this prospectus and any prospectus supplement together
with additional information described below under "Incorporation of
Certain Documents by Reference."

This prospectus does not contain all of the information in the
registration statements. Statements we make in this prospectus about the
contents of any contract, agreement or other document are not necessarily
complete. If that contract, agreement or other document has been filed as
an exhibit to the registration statements, we refer you to the exhibit
for a more complete description. The information in this prospectus is
accurate only as of the date of this prospectus, regardless of the time
of delivery of this prospectus or any sale of the securities.

In this prospectus, "Northwest" refers to Northwest Airlines,
Inc., "NWA Corp." to Northwest Airlines Corporation and the "Company,"
"we," "us" or "our" to NWA Corp. and its consolidated subsidiaries.

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<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

NWA Corp. files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public over the internet at the
SEC's web site at http://www.sec.gov. Northwest is not required to file
separate reports, proxy and information statements or other information
with the SEC pursuant to the Securities Exchange Act of 1934. Instead, we
have provided information with respect to Northwest, to the extent
required, in filings made by NWA Corp.

The SEC allows us to "incorporate by reference" the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus,
and information that we file later with the SEC will automatically update
and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
we complete our offering of the securities:

. Annual Report on Form 10-K for the year ended December
31, 1999;

. Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000; and

. Current Reports on Form 8-K filed on January 18, 2000 and
July 11, 2000.

You may request a copy of these filings (other than exhibits
to them) at no cost, by writing or telephoning us at the following
address:

Secretary's Office
Northwest Airlines Corporation
5101 Northwest Drive, Dept. A1180
St. Paul, Minnesota 55111-3034
Telephone: (612) 726-2111

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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<PAGE>

impact expected capacity, load factors, revenues, expenses and cash flows
include the airline pricing environment, fuel costs, labor negotiations
both at the Company and other carriers, low-fare carrier expansion,
capacity decisions of other carriers, actions of the U.S. and foreign
governments, foreign currency exchange rate fluctuation, inflation, the
general economic environment in the U.S. and other regions of the world
and other factors discussed herein.

In light of these risks and uncertainties, we cannot assure
you that the results and events contemplated by the forward-looking
statements contained in this prospectus will in fact be realized.
Potential investors should not place undue reliance on these forward-
looking statements. We do not undertake any obligation to update or
revise any forward-looking statements. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the factors described
above.

THE COMPANY

NWA Corp. is the indirect parent corporation of Northwest.
Northwest operates the world's fourth largest airline (as measured by
1999 revenue passenger miles ("RPMs")) and is engaged in the business of
transporting passengers and cargo. Northwest began operations in 1926 and
its business focuses on the development of a global airline network
through its strategic assets that include:

. domestic hubs at Detroit, Minneapolis/St. Paul and
Memphis;

. an extensive Pacific route system with hubs at Tokyo
and Osaka;

. a trans-Atlantic alliance with KLM Royal Dutch
Airlines which operates through a hub in Amsterdam;
and

. a global alliance with Continental Airlines, Inc.

Northwest has developed strategies that are designed to
utilize the Company's strategic assets to its competitive advantage.
These strategies focus on providing safe, reliable, convenient and
consistent air transportation. In addition, the Company's frequent flyer
program, customer service improvements and targeted fare promotions are
designed to maintain and improve its competitive position.

Northwest operates substantial domestic and international
route networks and directly serves more than 150 cities in 21 countries
in North America, Asia and Europe. Northwest had more than 56.1 million
enplanements and flew over 74.2 billion RPMs in 1999.

Our principal executive offices are located at 2700 Lone Oak
Parkway, Eagan, Minnesota 55121; our mailing address is 5101 Northwest

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Drive, St. Paul, Minnesota 55111-3034 and our telephone number is (612)
726-2111.

USE OF PROCEEDS

Unless the applicable prospectus supplement indicates
otherwise, net proceeds from the sale of the offered securities will be
added to Northwest's working capital. We will use the proceeds for
general corporate purposes, including the repayment of outstanding
indebtedness and financing of capital expenditures. We do not currently
expect to discharge any indebtedness or finance any capital expenditures
with the proceeds of the sale of the offered securities.

RATIO OF EARNINGS TO FIXED CHARGES

We have set forth below the ratio of earnings to fixed charges
for NWA Corp. and its consolidated subsidiaries for the periods
indicated. The ratio of earnings to fixed charges represents the number
of times that fixed charges were covered by earnings. In computing the
ratio, earnings represent consolidated earnings (loss) before income
taxes, cumulative effect of accounting change and fixed charges
(excluding capitalized interest). Fixed charges consist of interest
expense (including capitalized interest), one-third of rental expense,
which is considered representative of the interest factor, and
amortization of debt discount and expense.

<TABLE>

<CAPTION>
Year ended December 31, Six months ended June 30,
1999 1998 1997 1996 1995 2000 1999
--- --- --- --- --- --- ---

<S> <C> <C> <C> <C> <C> <C> <C>
1.64 (a) 3.05 2.74 1.90 1.43 1.36

<FN>
___________
(a) Earnings were inadequate to cover fixed charges by $452
million for the year ended December 31, 1998.

</TABLE>

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<PAGE>

DESCRIPTION OF DEBT SECURITIES

The debt securities offered pursuant to this prospectus will
be unsecured obligations and will be either senior or subordinated debt.
Senior debt will be issued under a senior debt indenture. Subordinated
debt will be issued under a subordinated debt indenture. The senior debt
indenture and the subordinated debt indenture are sometimes referred to
in this prospectus individually as an "indenture" and together as the
"indentures." The form of each indenture has been filed with the SEC and
is incorporated by reference in the registration statement of which this
prospectus is a part.

The following briefly summarizes certain general terms and
provisions of the debt securities and the indentures to which any
prospectus supplement may relate. The applicable prospectus supplement
will describe the particular terms and provisions of the debt securities
offered by that prospectus supplement and the application of these
general terms and provisions to them.

Northwest may offer a series of debt securities at the same
time that it makes an offer of warrants to purchase an additional portion
of the same or another series of debt securities. Northwest also may
offer warrants to purchase a series of debt securities independently of
any offering of debt securities. See "Description of Warrants."

The statements in this prospectus relating to the debt
securities and the indentures are summaries. You should refer to the
indentures for the complete terms of the debt securities and the
indentures, including the definitions of certain capitalized terms in
this prospectus. Where we make no distinction between senior debt
securities and subordinated debt securities or between the senior
indenture and the subordinated indenture, those summaries refer to any
debt securities and either indenture. Whenever we refer to particular
defined terms of the indentures in this prospectus or in a prospectus
supplement, those defined terms are incorporated by reference in this
prospectus or in that prospectus supplement.

The applicable prospectus supplement will set forth the
anticipated market for the debt securities and the specific use of
proceeds of an offering of debt securities.

To the extent that any provision in any prospectus supplement
is inconsistent with any provision in this summary, the provision of the
prospectus supplement will control.

General

The indentures do not limit the aggregate principal amount of
debt securities which may be issued under those indentures. Northwest may
issue from time to time debt securities in one or more series under those
indentures. The senior debt securities will be unsecured and
unsubordinated obligations of Northwest and will rank equally with all
other unsecured and unsubordinated indebtedness of Northwest. The
subordinated debt securities will be unsecured obligations of Northwest
and, as set forth below under "Subordination of Subordinated Debt
Securities," will be subordinated in right of payment to all senior
indebtedness of Northwest.

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<PAGE>

You should refer to the prospectus supplement which
accompanies this prospectus for a description of the specific series of
debt securities that Northwest is offering by that prospectus supplement
or, if Northwest is offering warrants, the debt securities that it will
issue upon exercise of those warrants. These terms may include:

- the specific designation of the debt securities,
including whether they are senior debt securities or
subordinated debt securities;

- any limit upon the aggregate principal amount of the
debt securities;

- the maturity date or dates of the principal of the
debt securities or the method of determining the
maturity date or dates;

- the rate or rates (which may be fixed or variable)
at which the debt securities will bear interest, if
there is any interest, or the method of calculating
the interest rate or rates;

- the date or dates on which interest, if any, will
accrue or the method of determining that date or
dates;

- the date or dates on which interest, if any, will be
payable and the record date or dates for the
interest payment date or dates;

- the place or places where principal of or, premium,
if any, and interest, if any, on the debt securities
will be payable;

- if Northwest may redeem, at its option, the debt
securities in whole or in part,

- the period or periods,
- the price or prices,
- the currency or currencies (including currency
units) and
- the terms and conditions for the optional
redemption or redemptions;

- if Northwest is obligated to redeem or purchase the
debt securities in whole or in part, pursuant to any
sinking fund or similar provisions, upon the
happening of specified events or at the option of a
holder of the debt securities,

- the period or periods,
- the price or prices and
- the terms and conditions for the mandatory
redemption or redemptions;

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<PAGE>

. the denominations of the debt securities that
Northwest is authorized to issue;

- regarding the currency or currency units,

- the currency or currency units for which
the debt securities may be purchased or in
which the debt securities may be
denominated, and/or
- the currency or currency units in which
principal of, premium, if any, and/or
interest, if any, on the debt securities
will be payable or redeemable, and
- whether Northwest or the holders of any
debt securities may elect to pay or
receive payments in a currency or currency
units other than the currency in which the
debt securities are stated to be payable
or redeemable;

- if other than the principal amount, the portion of
the principal amount of the debt securities which
will be payable upon declaration of the acceleration
of the maturity, or the method by which that portion
will be determined;

- the person to whom any interest on any debt security
will be payable, if other than the person in whose
name that debt security is registered on the
applicable record date;

. any addition to, or modification or deletion of, any
event of default or any covenant of Northwest or NWA
Corp. specified in the applicable indenture;

. the application, if any, of the means of defeasance
or covenant defeasance specified for the debt
securities and coupons, if any;

. whether the debt securities are to be issued in
whole or in part in the form of one or more
temporary or permanent global securities and, if so,
the identity of the depositary for such global
security or securities;

. the terms and conditions relating to warrants issued
by Northwest, if any, in connection with or for the
purchase of the debt securities;

. any index used to determine the amount of payments
of principal of, and premium, if any, and interest,
if any, on the debt securities;

. any provisions relating to the exchange of the debt
securities; and

. any other special terms of the debt securities.

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Unless the applicable prospectus supplement specifies
otherwise, the debt securities will not be listed on any securities
exchange.

Unless the applicable prospectus supplement specifies
otherwise, Northwest will issue debt securities in fully registered form
without coupons. If Northwest issues debt securities of any series in
bearer form, the applicable prospectus supplement will describe the
special restrictions and considerations, including special offering
restrictions and special Federal income tax considerations, applicable to
those debt securities and to payment on and transfer and exchange of
those debt securities. Debt securities issued in bearer form will be
transferable by delivery.

Debt securities may be sold at a substantial discount below
their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Certain Federal
income tax consequences and special considerations applicable to those
debt securities will be described in the applicable prospectus
supplement.

The applicable prospectus supplement also will set forth the
foreign currency or currency units and describe the restrictions,
elections, certain Federal income tax considerations, specific terms and
other information with respect to the issue of debt securities, if:

- the purchase price of any debt securities is payable
in one or more foreign currencies or currency units,
. any debt securities are denominated in one or more
foreign currencies or currency units, or
. the principal of, premium, if any, or interest, if
any, on any debt securities is payable in one or
more foreign currencies or currency units.

Denominations, Payment, Registration, Transfer and Exchange

Northwest will issue debt securities in registered form in
denominations of $1,000 and integral multiples of $1,000. Northwest will
issue debt securities in bearer form in denominations of $5,000. In each
case, Northwest may issue debt securities in other denominations and
currencies. Subject to any applicable laws or regulations, Northwest
will make payments on the debt securities in the designated currency at
the designated office or agency of Northwest, unless the applicable
prospectus supplement sets forth otherwise. However, Northwest at its
option may make interest payments, if any, on debt securities in
registered form:

. by checks mailed by the applicable trustee to the
holders of debt securities entitled to interest
payments at their registered addresses, or

. by wire transfer to an account maintained by the
person entitled to interest payments as specified in
the debt register.

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Unless the applicable prospectus supplement indicates
otherwise, Northwest will pay any installment of interest on debt
securities in registered form to the person in whose name the debt
security is registered at the close of business on the regular record
date for that installment of interest.

Subject to any applicable laws and regulations, Northwest will
make payments on debt securities in bearer form in the currency and in
the manner designated in the applicable prospectus supplement at the
paying agencies outside the United States as it may appoint from time to
time. The applicable prospectus supplement will name the paying agents
outside the United States initially appointed by Northwest. Northwest may
at any time designate additional paying agents or rescind the designation
of any paying agents. However, if debt securities of a series are
issuable in the form of registered securities, Northwest will be required
to maintain at least one paying agent in each place of payment specified
for that series. If debt securities of a series are issuable in the form
of bearer securities, Northwest will be required to maintain a paying
agent in a place of payment specified for that series outside the United
States where the debt securities of that series and any related coupons
may be presented and surrendered for payment. In connection with the
payment of the principal of, premium, if any, and interest, if any, on a
debt security, Northwest will have the right to require the holder to
certify information to Northwest. In the absence of that certification,
Northwest will be entitled to rely on any legal presumption to enable
Northwest to determine its duties and liabilities, if any, to deduct or
withhold taxes, assessments or governmental charges from that payment.

Unless the applicable prospectus supplement sets forth
otherwise, debt securities issued in registered form will be transferable
or exchangeable at the agency of Northwest designated by it from time to
time. Debt securities may be transferred or exchanged without service
charge, other than any tax or other governmental charge imposed in
connection with the transfer or exchange.

If Northwest redeems any debt securities in part, Northwest
will not be required:

. to issue, register the transfer of or exchange debt
securities of any series during a period beginning
at the opening of business 15 days before any
selection of debt securities of the series to be
redeemed and ending at the close of business on

- the day of mailing of the notice of redemption, if
the debt securities of that series are issuable only
as registered securities,

- the day of the first publication of the notice of
redemption, if the debt securities of that series
are issuable only as in bearer form, or

- the day of mailing of the notice of redemption, if
the debt securities of that series are issuable both
in bearer form and as registered securities and
there is no publication;

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. to register the transfer or exchange of any debt
securities issued in registered form, or their
portion, called for redemption or otherwise
surrendered for repayment, except the unredeemed or
unrepaid portion of any registered security being
redeemed or repaid in part; or

. to exchange any debt security issued in bearer form
which is called for redemption, except to exchange
that bearer security for a registered debt security
of that series and like tenor which is immediately
surrendered for redemption.

Subordination of Subordinated Debt Securities

The obligation of Northwest to pay the principal of, premium,
if any, and interest, if any, on the subordinated debt securities will be
subordinated and junior in right of payment to the prior payment in full
of all "senior indebtedness" (as defined below) of Northwest. The
subordinated debt securities will rank equally with any future
indebtedness of Northwest which by its terms states that it will rank
equally with the subordinated debt securities. The subordinated debt
securities will rank senior to all other existing and future subordinated
indebtedness or other subordinated obligations of Northwest. However,
payment from the funds held in any defeasance trust described under
"Defeasance" below is not subordinate to any senior Indebtedness or
subject to the restrictions described in this prospectus.

"Senior indebtedness" of Northwest means all "indebtedness"
(as defined below) of Northwest (other than the subordinated debt
securities) unless the indebtedness, by its terms or the terms of the
instrument creating or evidencing it, is subordinate in right of payment
to or equal with the subordinated debt securities. Senior indebtedness,
however, does not include:

- any indebtedness, guarantee or other obligation of
Northwest that is subordinated or junior in any
respect to any other indebtedness of Northwest, or

- any indebtedness of Northwest to any of its
subsidiaries or to any person of which Northwest is
a subsidiary.

"Indebtedness" means, without duplication, the principal of,
premium, if any, and any accrued and unpaid interest (including
post-petition interest, whether or not allowable as a claim in
bankruptcy) on:

. indebtedness for money borrowed;

. guarantees of indebtedness for money borrowed;

. indebtedness evidenced by notes, debentures, bonds
or other instruments of indebtedness;

- obligations for the reimbursement of any obligor on
any letter of credit, banker's acceptance or similar
credit transaction;

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. obligations under capitalized leases and flight
equipment leases;

. obligations under interest rate and currency swaps,
caps, collars options, forward or spot contracts or
similar arrangements or with respect to foreign
currency hedges or aircraft fuel hedges;

. commitment and other bank financing fees under
contractual obligations associated with bank debt;

. any indebtedness representing the deferred and
unpaid purchase price of any property or business;
and

. all deferrals, renewals, extensions and refundings
of any of these indebtedness or obligations.

However, indebtedness does not include:

. amounts owed to trade creditors in the ordinary
course of business,

. nonrecourse indebtedness secured by real property
located outside the United States, or

. operating lease rental payments (other than flight
equipment lease rental payments) in the ordinary
course of business.

Northwest may not pay the principal of, premium, if any, or
interest on the subordinated debt securities or deposit pursuant to the
provisions described under "Defeasance" below if:

. any senior Indebtedness is not paid when due
(following the expiration of any applicable grace
period); or

. any other default on senior Indebtedness occurs and
the maturity of any senior Indebtedness is
accelerated in accordance with its terms,

unless, in either case,

. the failure to pay or the acceleration relates to
senior Indebtedness in an aggregate amount equal to
or less than $20 million;

. the default has been cured or waived or has ceased
to exist;

- the acceleration has been rescinded; or

- the senior Indebtedness has been paid in full.

A failure to make any payment with respect to the subordinated debt
securities as a result of the foregoing provisions will not limit the
right of the holders of the subordinated debt securities to accelerate
the maturity as a result of the payment default.

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If any distribution of the assets of Northwest is made upon
any dissolution, total or partial liquidation or reorganization of or
similar proceeding relating to Northwest, the holders of senior
indebtedness will be entitled to receive payment in full before the
holders of the subordinated debt securities are entitled to receive any
payment. Because of this subordination, in the event of insolvency,
creditors of Northwest who are holders of senior indebtedness or of other
unsubordinated indebtedness may recover more, ratably, than the holders
of the subordinated debt securities.

The Guarantee of NWA Corp.

NWA Corp. will unconditionally guarantee, pursuant to the
indentures, the due and punctual payment of the principal of, premium, if
any, and interest, if any, on the debt securities when they become due,
whether by acceleration or otherwise. The guarantee of NWA Corp. will be
enforceable without any need first to enforce debt securities against
Northwest. The guarantee of NWA Corp. of the subordinated debt securities
will be subordinated and junior in right of payment to the prior payment
in full of all senior indebtedness of NWA Corp. The terms of the
subordination will parallel the subordination terms applicable to the
subordinated debt securities set forth above under "Subordination of
Subordinated Debt Securities." For purposes of the guarantee of NWA
Corp., senior indebtedness of NWA Corp. means all indebtedness of NWA
Corp. other than the guarantee of NWA Corp., unless the indebtedness, by
its terms or by the terms of the instrument creating or evidencing it, is
subordinate in right of payment to or equal with the guarantee of NWA
Corp. However, the senior indebtedness of NWA Corp. does not include any
indebtedness of NWA Corp. to any of its subsidiaries. The guarantee of
NWA Corp. of the subordinated debt securities will rank equally with any
future indebtedness of NWA Corp. which by its terms states that it will
rank equally with the guarantee of NWA Corp. of the subordinated debt
securities. The guarantee of NWA Corp. of the subordinated debt
securities will rank senior to all other existing and future subordinated
indebtedness or other subordinated obligations of NWA Corp.

Global Debt Securities

Unless otherwise specified in the applicable prospectus
supplement, each series of debt securities will be represented by one
fully registered global certificate. Each global certificate will be
deposited with, or on behalf of, The Depository Trust Company ("DTC") and
registered in the name of Cede & Co. ("Cede"), or its nominee. No person
acquiring a beneficial interest in a global debt security will be
entitled to physical delivery of a definitive certificate except as set
forth below under "-Definitive Certificates."

Unless and until definitive debt securities are issued, all
references to actions by holder of the debt securities refer to actions
taken by DTC, or its nominee, as the registered holder of the global debt
security, upon instructions from DTC Participants (as defined below), and
all references to distributions, notices, reports and statements to the
holders of debt securities refer, as the case may be, to distributions,
notices, reports and statements to DTC or its nominee, as the registered
holder of the debt securities, or to DTC Participants for distribution to
the beneficial owners of interests in the global debt securities in

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accordance with DTC procedures. Unless and until definitive certificates
are issued, the only debt security "holder" will be Cede, as nominee of
DTC. Beneficial owners will not be recognized by the trustee as holders
of debt securities, as such term is used in the indentures, and
beneficial owners will be permitted to exercise the rights of holders
only indirectly through DTC and DTC Participants.

Northwest has been advised that DTC is a limited purpose trust
company organized under the laws of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning
of the New York Uniform Commercial Code and "clearing agency" registered
pursuant to section 17A of the Exchange Act. DTC was created to hold
securities for its participants ("DTC Participants") and to facilitate
the clearance and settlement of securities transactions between DTC
Participants through electronic book-entries, thereby eliminating the
need for physical transfer of certificates. DTC Participants include
securities brokers and dealers, banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to
others such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a DTC Participant
either directly or indirectly ("Indirect Participants").

Purchases, sales and transfers of the ownership of, or other
interests in, the debt securities must be made by or through DTC
Participants and Indirect Participants, which will receive a credit for
the debt securities on DTC's record. The ownership interest of each
beneficial owner of the debt securities is in turn recorded on the Direct
Participant's and Indirect Participant's records.

DTC has advised Northwest that it will take any action
permitted to be taken by a holder of debt securities under the applicable
indenture only at the direction of one or more DTC Participants to whose
accounts with DTC the debt securities are credited. Additionally, DTC has
advised Northwest that in the event any action requires approval by
holders of a certain percentage (or principal amount) of debt securities,
DTC will take such action only at the direction of and on behalf of DTC
Participants whose holders satisfy any such percentage (or amount). DTC
may take conflicting actions with respect to other debt securities to the
extent that such actions are taken on behalf of DTC Participants whose
holders have such debt securities.

Distributions of principal and interest on the global debt
securities will be made by the trustee to CEDE, as nominee for DTC. DTC
will forward such payments in same-day funds to DTC Participants who are
credited with ownership of the debt securities in amounts proportionate
to the aggregate principal amount of the debt securities of the
applicable series. DTC Participants will thereafter forward payments to
Indirect Participants or beneficial owners, as the case may be, in
accordance with customary industry practices. The forwarding of
distributions to the beneficial owners of debt securities will be the
responsibility of the DTC Participants.

Under the rules, regulations and procedures creating and
affecting DTC and its operations (the "Rules"), DTC is required to make
book-entry transfers of the debt securities among DTC Participants on
whose behalf it acts with respect to the debt securities and to receive
and transmit distributions of principal, premium, if any, and interest
with respect to the debt securities. DTC Participants and Indirect

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Participants with which beneficial owners of the debt securities have
accounts similarly are required to make book-entry transfers and receive
and transmit such payments on behalf of their respective customers.
Accordingly, although beneficial owners of the debt securities will not
possess the debt securities, the Rules provide a mechanism by which those
beneficial owners will receive payments and will be able to transfer
their interests.

Because DTC can only act on behalf of DTC Participants, who in
turn act on behalf of Indirect Participants, the ability of a beneficial
owner to pledge its debt securities to persons or entities that do not
participate in the DTC system, or to otherwise act with respect to such
debt securities, may be limited due to the lack of a physical certificate
for such debt securities.

Neither Northwest, NWA Corp. nor the trustee will have any
liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the debt securities held by
Cede, as nominee for DTC, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

The applicable prospectus supplement will specify any
additional book-entry registration procedures applicable to debt
securities denominated in a currency other than United States dollars.

Definitive Certificates

Unless the applicable prospectus supplement specifies
otherwise, if DTC is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by Northwest
within ninety days, debt securities in definitive, certificated form will
be issued in exchange for the applicable global debt securities. In
addition, Northwest may at any time and in its sole discretion determine
not to have any of the debt securities of a series or class represented
by one or more global certificates. In that event, debt securities in
definitive, certificated form will be issued in exchange for the
applicable global debt securities. Further, if Northwest so specifies,
an owner of a beneficial interest in a global debt security may, on terms
acceptable to Northwest and DTC, receive definitive, certificated debt
securities registered in the name of that beneficial owner or its
designee.

Upon the occurrence of any event described in the immediately
preceding paragraph, the trustee will be required to notify all
beneficial owners through DTC Participants of the availability of
definitive certificates. Upon surrender by DTC of the certificates
representing the debt securities and receipt of instructions for
re-registration, the trustee will reissue the debt securities as
definitive debt securities to the beneficial owners.

Distributions of principal, premium, if any, and interest on
debt securities will thereafter be made by the trustee directly in
accordance with the procedures set forth in the indenture and the
applicable trust agreement supplement, to holders in whose names the
definitive debt securities were registered at the close of business on
the applicable record date. These distributions will be made by check
mailed to the address of the holder as it appears on the register
maintained by the trustee. The final payment on any debt security,

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however, will be made only upon presentation and surrender of the
definitive debt security at the office or agency specified in the notice
of final distribution to holders of the debt securities.

Definitive debt securities will be freely transferable and
exchangeable at the office of the trustee upon compliance with the
requirements set forth in the applicable indenture. No service charge
will be imposed for any registration of transfer or exchange, but payment
of a sum sufficient to cover any tax or other governmental charge shall
be required.

Consolidation, Merger or Sale by Northwest or NWA Corp.

Each indenture provides that neither Northwest nor NWA Corp.
may merge or consolidate with or into any other corporation or sell,
convey, transfer, lease or otherwise dispose of all or substantially all
of its assets to any person, unless:

- in the case of a merger or consolidation, Northwest
or NWA Corp. is the surviving corporation, as the
case may be, or

- in the case of either a merger or consolidation
where Northwest or NWA Corp. is not the surviving
corporation, or a sale, conveyance or other
disposition of all or substantially all of the
assets of Northwest to another person,

the resulting, successor or acquiring
Person is a corporation organized and
existing under the laws of the United
States of America or any State thereof or
the District of Columbia, and

that corporation expressly assumes by
supplemental indenture all the obligations
of Northwest under the debt securities,
any related coupons and the indentures, or
all the obligations of NWA Corp. under the
guarantee of NWA Corp. and the indentures,
as the case may be;

. immediately after giving effect to the merger or
consolidation, or the sale, conveyance, transfer,
lease or other disposition (including, without
limitation, any debt directly or indirectly incurred
or anticipated to be incurred in connection with or
in respect of that transaction), no default or event
of default under the indentures will have occurred
and be continuing; and

. certain other conditions are met.

If a successor corporation assumes the obligations of
Northwest or NWA Corp., then that successor corporation will succeed to
and be substituted for Northwest or NWA Corp. under the indentures and
under the debt securities and any related coupons or under the guarantee
of NWA Corp., as the case may be, and all obligations of Northwest or NWA

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Corp., as applicable, will terminate. If any permitted consolidation,
merger, sale, conveyance, disposition or other change of control
transaction (including a highly leveraged transaction), the holders of
the debt securities will not have the right to require redemption of
those debt securities or similar rights unless the applicable prospectus
supplement sets forth otherwise.

Events of Default, Notice and Certain Rights on Default

Events of default under the indenture for a series of debt
securities are defined as:

. default for thirty days in payment of any interest
on any debt security of that series or any related
coupon or any additional amount payable with respect
to debt securities of that series as specified in
the applicable prospectus supplement when due;

. default in payment of principal or premium, if any,
on redemption or otherwise, or in the making of a
mandatory sinking fund payment of any debt
securities of that series when due;

. default for sixty days after notice to Northwest and
NWA Corp. by the trustee, or to Northwest, NWA Corp.
and the trustee by the holders of 25% or more in
aggregate principal amount of the outstanding debt
securities of that series, in the performance of any
other agreement applicable to the debt securities of
that series, in the indenture or in any supplemental
indenture or board resolution under which the debt
securities of that series may have been issued; and

. certain events of bankruptcy, insolvency or
reorganization of Northwest or NWA Corp.

The applicable prospectus supplement will describe any other
events of default applicable to a specified series of debt securities. An
event of default with respect to a particular series of debt securities
will not necessarily be an event of default with respect to any other
series of debt securities.

If an event of default specified in the indenture for the debt
securities of any series occurs and is continuing, either the Trustee for
that series or the holders of 25% or more in aggregate principal amount
of all of the outstanding debt securities of that series, by written
notice to Northwest and NWA Corp., may

- declare the principal of all the debt securities of
that series to be due and payable or

- in the case of original issue discount debt
securities or indexed debt securities, declare the
portion of the principal amount specified in the
applicable prospectus supplement to be due and
payable.

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If the holders of debt securities of a series give notice of the
declaration of acceleration to Northwest and NWA Corp., then they are
also required to give notice to the trustee for that series.

The trustee for any series of debt securities is required to
give notice to the holders of the debt securities of that series of all
uncured defaults within ninety days after the occurrence of a default
known to it with respect to debt securities of that series. However, that
notice will not be given until 60 days after the occurrence of a default
with respect to debt securities of that series involving a failure to
perform a covenant other than the obligation to pay principal, premium,
if any, or interest, if any, or make a mandatory sinking fund payment. In
addition, the trustee may withhold that notice if and so long as a
committee of its responsible officers in good faith determines that
withholding that notice is in the interest of the holders of the debt
securities of that series, except in the case of a default in payment on
the debt securities of that series. "Default" means any event which is,
or, after notice or passage of time or both, would be, an event of
default.

The trustee will be under no obligation to exercise any of its
rights or powers under the indentures at the request or direction of any
of the holders of debt securities, unless those holders have offered the
trustee reasonable indemnity. Subject to those provisions for
indemnification of the trustee, the holders of not less than a majority
in aggregate principal amount of the debt securities of each series
affected (with each series voting as a class) may direct the time, method
and place of conducting any proceeding for any remedy available to the
trustee for that series, or exercising any trust or power conferred on
that trustee.

Each of NWA Corp. and Northwest will file annually with the
trustee a certificate as to its compliance with all conditions and
covenants of the applicable indenture.

The holders of not less than a majority in aggregate principal
amount of any series of debt securities by notice to the trustee for that
series may waive, on behalf of the holders of all debt securities of that
series, any past default or event of default with respect to that series
and its consequences, and may rescind and annul a declaration of
acceleration with respect to that series, unless a judgment or decree
based on that acceleration has been obtained and entered. However, a
default or event of default in the payment of the principal of, premium,
if any, or interest, if any, on any debt security (and any resulting
acceleration) and certain other defaults may not be waived.

Modification of the Indentures

Northwest, NWA Corp. and the trustee for a series of debt
securities may enter into one or more supplemental indentures, without
the consent of the holders of any of the debt securities, in order to:

. evidence the succession of another corporation to
Northwest or NWA Corp. and the assumption of the
covenants of Northwest or NWA Corp. by a successor;

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. add to the covenants of Northwest or NWA Corp. or
surrender any right or power of Northwest or NWA
Corp., and

. make the occurrence, or the occurrence and
continuance, of a default in any additional
covenants, restrictions or conditions a default or
an event of default that permits the enforcement of
all or any of the remedies provided in the
indentures.

However, in respect of any of those additional covenants, restrictions or
conditions, the supplemental indenture may:

- provide for a particular period of grace after
default, which period may be shorter or longer
than the period allowed in the case of other
defaults,

- provide for an immediate enforcement upon that
default, or

- limit the remedies available to the Trustee
upon that default;

. add additional events of default with respect to any
series;

. add or change any provisions to permit or facilitate
the issuance of debt securities in bearer form or in
global form;

. under certain circumstances, add, change or
eliminate any provision affecting debt securities
not yet issued;

. secure the debt securities;

. add to the conditions, limitations and restrictions
on the authorized amount, terms or purposes of
issue, authentication and delivery of debt
securities as set forth in the indentures, other
conditions, limitations and restrictions to be
observed after that addition;

. establish the form or terms of debt securities;

. evidence and provide for successor trustees;

. if allowed without penalty under applicable laws and
regulations, permit payment in respect of debt
securities in bearer form in the United States;

. correct or supplement any inconsistent provisions or
add any other provisions, on the condition that this
action does not adversely affect the interests of
any holder of debt securities of any series issued
under the indentures in any material respect;

. cure any ambiguity or correct any mistake; or

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<PAGE>

. supplement any of the provisions of the indentures
to permit or facilitate the defeasance and discharge
of any series of debt security, on the condition
that this action does not adversely affect the
interests of the holders of that series or any other
series of debt securities or any related coupons in
any material respect.

In addition, Northwest, NWA Corp. and the trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the outstanding debt securities of each series affected by the
supplemental indenture, may execute supplemental indentures adding any
provisions to or changing or eliminating any of the provisions of the
indentures or any supplemental indenture or modifying the rights of the
holders of debt securities of that series. However, no supplemental
indenture may, without the consent of the holder of each debt security
that is affected,

- change the time for payment of principal or interest
on any Debt Security;

- reduce the principal of, or any installment of
principal of, or interest on any Debt Security;

- reduce the amount of premium, if any, payable upon
the redemption of any Debt Security;

- reduce the amount of principal payable upon
acceleration of the maturity of an Original Issue
Discount Debt Security;

- change the coin or currency in which any Debt
Security or any premium or interest is payable;

- impair the right to institute suit for the
enforcement of any payment on or with respect to any
Debt Security;

- reduce the percentage in principal amount of the
outstanding debt securities of any series required
to:

- consent to modify or amend the indentures,

- waive compliance with certain provisions of the
indentures, or

- waive certain defaults;

- change the obligation of Northwest to maintain an
office or agency in the places and for the purposes
specified in the indentures;

- modify the obligations of NWA Corp. to make payment
under the guarantee of NWA Corp.; or

- modify any of the foregoing provisions.

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Defeasance

If the applicable prospectus supplement so indicates,
Northwest may elect either to:

- defease and be discharged from any and all
obligations with respect to the debt securities of
or within any series, except as described below
("defeasance"), or

be released from its obligations with respect to
certain covenants applicable to the debt securities
of or within any series ("covenant defeasance"),

when Northwest deposits, in trust for the above mentioned purpose, with
the trustee for that series of debt securities (or other qualifying
trustee) money and/or U.S. government obligations which through the
payment of principal and interest in accordance with their terms will
provide money in the amount sufficient to pay the principal of, premium,
if any, and interest, if any, on the debt securities to their stated
maturity or redemption, as the case may be, and any mandatory sinking
fund or similar payments.

When a defeasance occurs, Northwest will be deemed to:

- have paid and discharged the entire indebtedness
represented by the debt securities and any related
coupons, and

- have satisfied all of its other obligations under
the debt securities and any related coupons.

However, Northwest will not be deemed to have satisfied:

. its obligations with respect to the rights of
holders of the debt securities to receive, solely
from the trust funds deposited to defease the debt
securities, payments in respect of the principal of,
premium, if any, and interest, if any, on the debt
securities or any related coupons when the payments
are due, and

. certain other obligations as provided in the
indentures.

When a covenant defeasance occurs, Northwest will:

- be released only from its obligations to comply with
certain covenants contained in the indentures
relating to the debt securities,

- continue to be obligated in all other respects under
those debt securities, and

- continue to be contingently liable with respect to
the payment of principal, premium, if any, and
interest, if any, with respect to those debt
securities.

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Unless the applicable prospectus supplement specifies
otherwise and except as described below, the conditions to both
defeasance and covenant defeasance are as follows:

. the defeasance or covenant defeasance must not
result in a breach or violation of, or constitute a
default or event of default under, the applicable
indenture, or result in a breach or violation of, or
constitute a default under, any other material
agreement or instrument of Northwest or NWA Corp.;

. certain bankruptcy related defaults or events of
default with respect to Northwest or NWA Corp. must
not have occurred and be continuing during the
period commencing on the date of the deposit of the
trust funds to defease the debt securities and
ending on the 91st day after that date;

. Northwest must deliver to the trustee an opinion of
counsel to the effect that the holders of the debt
securities:

- will not recognize income, gain or loss for
Federal income tax purposes as a result of the
defeasance or covenant defeasance, and

- will be subject to Federal income tax on the
same amounts and in the same manner and at all
the same times as would have been the case if
the defeasance or covenant defeasance had not
occurred.

In the case of defeasance, the opinion of counsel must refer to and
be based upon a ruling of the Internal Revenue Service or a change
in applicable Federal income tax law occurring after the date of
the indentures;

. Northwest must deliver to the trustee an officers'
certificate and an opinion of counsel with respect
to:

- compliance with the conditions precedent to the
defeasance or covenant defeasance, and

- certain registration requirements under the
Investment Company Act of 1940; and

. any additional conditions to the defeasance or
covenant defeasance which may be imposed on
Northwest pursuant to the applicable indenture.

The indentures require that a nationally recognized firm of
independent public accountants deliver to the trustee a written
certification as to the sufficiency of the trust funds deposited for the
defeasance or covenant defeasance of the debt securities. Holders of the
debt securities do not have recourse against that firm under the
indentures. If the applicable prospectus supplement so indicates, in
addition to obligations of the United States or an agency or
instrumentality of the United States, government obligations may include

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obligations of the government or any agency or instrumentality of the
government issuing the currency in which debt securities of that series
are payable. If the government obligations deposited with the trustee for
the defeasance of the debt securities decrease in value or default
subsequent to their being deposited, Northwest will have no further
obligation, and the holders of the debt securities will have no
additional recourse against Northwest, as a result of the decrease in
value or default. As described above, in the event of a covenant
defeasance, Northwest remains contingently liable with respect to the
payment of principal, premium, if any, and interest, if any, with respect
to the debt securities.

Northwest may exercise its defeasance option with respect to
the debt securities even if it has previously exercised its covenant
defeasance option.

If Northwest exercises its defeasance option, payment of the
debt securities may not be accelerated because of a default or an event
of default. If Northwest exercises its covenant defeasance option,
payment of the debt securities may not be accelerated by reason of a
Default or an Event of Default with respect to the covenants to which the
covenant defeasance is applicable. However, if acceleration were to
occur, the realizable value at the acceleration date of the money and
government obligations in the defeasance trust could be less than the
principal and interest then due on the debt securities, because the
required deposit in the defeasance trust is based upon scheduled cash
flow rather than market value, which will vary depending upon interest
rates and other factors.

The applicable prospectus supplement may further describe the
provisions, if any, applicable to defeasance or covenant defeasance with
respect to debt securities of a particular series.

The Trustee

Unless otherwise provided in the prospectus supplement for a
series of debt securities, State Street Bank and Trust Company is the
trustee under the indentures. Northwest and NWA Corp. also maintain
banking and other commercial relationships with State Street Bank and
Trust Company and its affiliates in the ordinary course of business and
State Street Bank and Trust Company acts as trustee under several other
indentures for NWA Corp. and Northwest.

DESCRIPTION OF WARRANTS

Northwest may issue warrants to purchase debt securities.
Northwest may issue warrants together with or separately from any debt
securities offered by any prospectus supplement and, if it issues
warrants together with debt securities, the warrants may be attached to
or separate from the debt securities. Northwest will issue the warrants
under one or more separate warrant agreements, all as set forth in the
prospectus supplement relating to the particular issue of warrants. A
form of warrant agreement for warrants sold attached to debt securities
and a form of warrant agreement for warrants sold alone have been filed
with the SEC and are incorporated by reference as exhibits to the
registration statement of which this prospectus is a part.

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The statements in this prospectus relating to the warrants and
the warrant agreements are summaries. You should refer to the warrant
agreements for the complete terms of the warrants and the warrant
agreements.

General

If Northwest offers warrants, you should refer to the
applicable prospectus supplement which accompanies this prospectus for a
description of the specific terms of the warrants, including:

. the specific designation and aggregate number of the
warrants;

. the offering price and the currency or composite
currencies for which the warrants may be purchased;

. the designation (including whether the debt
securities are senior debt securities or
subordinated debt securities), aggregate principal
amount, currency or composite currencies and terms
of the debt securities purchasable upon exercise of
the warrants;

. if warrants are issued together with any debt
securities,

- the designation and terms of the debt
securities with which the warrants are issued, and

- the number of warrants issued with the minimum
denomination of each Debt Security;

- if warrants are issued together with any debt
securities, the date on and after which the warrants
and the related debt securities will be separately
transferable;

- the principal amount of debt securities purchasable
upon exercise of one warrant, and the price or the
manner of determining the price and currency or
composite currencies or other consideration, which
may include debt securities, for which that
principal amount of debt securities may be
purchased;

- the date on which the right to exercise the warrants
will commence;

. the date on which the right to exercise warrants
will expire (the "expiration date");

. the terms of any mandatory or optional redemption by
Northwest;

. certain Federal income tax consequences;

. whether the certificates for warrants will be issued
in registered or unregistered form; and

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- any other special terms of the warrants.

Unless the applicable prospectus supplement specifies
otherwise, the warrants will not be listed on any securities exchange

Holders of warrant certificates may exchange them for new
warrant certificates, may present them (if in registered form) for
registration of transfer and exchange, and may exercise them at an office
or agency of the warrant agent maintained for that purpose. No service
charge will be made for any transfer or exchange of warrant certificates,
but Northwest may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with the transfer or
exchange. Prior to the exercise of their warrants, holders of warrants
will not have any of the rights of holders of the debt securities that
they may purchase upon the exercise of the warrants. These rights include
the right to receive payments of principal of, premium, if any, or
interest, if any, on the debt securities purchasable upon the exercise or
to enforce covenants in the indenture.

Exercise of Warrants

Each warrant will entitle its holder to purchase the principal
amount of debt securities

. at the exercise price,

. for the consideration and

. during the period or periods, in each case as set
forth in, or calculable from, the prospectus
supplement relating to the warrants.

Holders of warrants may exercise their warrants at any time
during the specified period up to 5:00 P.M. New York City time on the
warrant expiration date set forth in the applicable prospectus
supplement. After the close of business on the warrant expiration date,
or a later date to which the warrant expiration date may be extended by
Northwest, unexercised warrants will become void.

Holders of warrants may exercise their warrants by:

. paying the warrant agent the amount provided in the
applicable prospectus supplement required to
purchase the debt securities purchasable upon the
exercise of the warrants, and

. providing the warrant agent with certain information
set forth on the reverse side of the warrant
certificate.

Unless the applicable prospectus supplement specifies
otherwise, when the warrant agent receives the payment and the warrant
certificate properly completed and duly executed at the warrant agent
office or any other office or agency indicated in the applicable
prospectus supplement, Northwest will, as soon as practicable, issue and
deliver the debt securities purchasable upon the exercise. If fewer than
all of the warrants represented by the warrant certificate are exercised,

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a new warrant certificate will be issued for the amount of unexercised
warrants.

Modification of Warrant Agreements

Northwest and the warrant agent may supplement or amend the
warrant agreement, without the consent of any warrantholder, in order to:

- cure any ambiguity;

- correct or supplement any provision contained in the
warrant agreement, which may be defective or
inconsistent with any other provisions; or

- make other provisions in regard to matters or
questions arising under the warrant agreement, which
Northwest and the warrant agent may deem necessary
or desirable and which do not adversely affect the
interests of the warrantholders.

Global Warrants

Unless otherwise provided in a prospectus supplement for a
series of warrants, each series of warrants will be represented by one
fully registered global certificate. Each global certificate will be

. deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of
Cede & Co. ("Cede"), or its nominee and

. subject to the limitations and benefits described
above under "Description of the Debt
Securities--Global Debt Securities" (except that
references to debt securities will be deemed
references to warrants).

Warrant Agent

Unless otherwise provided in the prospectus supplement for a
series of warrants, State Street Bank and Trust Company will act as the
warrant agent under the warrant agreement. Northwest and NWA Corp.
maintain banking and other commercial relationships with State Street
Bank and Trust Company and its affiliates in the ordinary course of
business. The warrant agent will act solely as an agent of Northwest in
connection with the warrants and will not assume any obligation or
relationship of agency or trust for or with any holders of warrants or
beneficial owners of warrants.

PLAN OF DISTRIBUTION

Northwest may sell the offered securities in one or more of
the following ways from time to time:

. by or through underwriters,

. by itself directly to investors or other persons

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<PAGE>

. through dealers or agents or

. through a combination of any of these methods of
sale.

The offered securities may be sold

. at a fixed price or prices, which may be changed,

. from time to time at market prices prevailing at the
time of sale,

. at prices related to those market prices, or

. at negotiated prices.

The prospectus supplement relating to an offering of offered
securities will set forth the terms of that offering, including:

. the name or names of any underwriters, dealers or
agents involved in the offer and sale of the offered
securities,

. any underwriting compensation paid by Northwest to
underwriters, dealers or agents in connection with
the offering and any discounts, concessions or
commissions allowed by underwriters to participating
dealers,

. the purchase price of the offered securities and the
proceeds to Northwest from the sale,

. any delayed delivery arrangements,

. the initial public offering price, and

. any securities exchanges on which the offered
securities may be listed.

Dealer trading may take place in certain of the offered
securities, including offered securities not listed on any securities
exchange. Any initial public offering price and any discounts or
commissions allowed or reallowed or paid to dealers may change.

In connection with the sale of offered securities,
underwriters may be deemed to have received compensation from Northwest
in the form of underwriting discounts or commissions and may also receive
commissions from purchasers of offered securities for whom they may act
as agent. Underwriters may sell offered securities to or through dealers,
and those dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions,
which may be changed from time to time, from the purchasers for whom they
may act as agent.

If Northwest directly uses a dealer in the sale of offered
securities, Northwest will sell the offered securities to the dealer, as
principal. The dealer may then resell the offered securities to the
public at varying prices to be determined by the dealer at the time of
resale. The applicable prospectus supplement will set forth the terms of
any of those sales.

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<PAGE>

Northwest may offer and sell offered securities through agents
designated by Northwest from time to time. The applicable prospectus
supplement will set forth any commissions payable by Northwest to the
agent. Unless the applicable prospectus indicates otherwise, the agent
will be acting on a best efforts basis for the period of its appointment.

Northwest may directly solicit offers to purchase offered
securities and sell them directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities
Act of 1933 with respect to any resale of the offered securities. The
applicable prospectus supplement will describe the terms of any of those
sales.

Except as set forth in the applicable prospectus supplement,
no director, officer or employee of Northwest or NWA Corp. will solicit
or receive a commission in connection with direct sales by Northwest of
the offered securities, although these persons may respond to inquiries
by potential purchasers and perform ministerial and clerical work in
connection with any of these direct sales.

Underwriters, dealers and agents participating in the
distribution of the Offered Securities may be deemed to be underwriters,
and any discounts and commissions received by them and any profit
realized by them on resale of the Offered Securities may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.

Underwriters, dealers and agents may be entitled, under
agreements with Northwest and NWA Corp., to indemnification against and
contribution toward certain civil liabilities, including liabilities
under the Securities Act of 1933 as a result of material misstatements
and omissions. Underwriters, dealers and agents may also be entitled to
reimbursement by Northwest and NWA Corp. for certain expenses.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, NWA Corp., Northwest and NWA Corp.'s other
subsidiaries in the ordinary course of business.

If the applicable prospectus supplement so indicates, we will
authorize agents, underwriters or dealers to solicit offers from
institutions to purchase securities from us at the public offering price
indicated in the prospectus supplement through delayed delivery contracts
providing for payment and delivery on a specified date in the future.
The prospectus supplement will specify the conditions of these contracts
and the commission payable for solicitation of the contracts.

If Northwest uses an underwriter or underwriters in the sale
of any Offered Securities, the applicable prospectus supplement will
contain a statement as to the underwriters' intention, if any, at the
date of the prospectus supplement to make a market in the Offered
Securities. No assurances can be given that there will be a market for
the Offered Securities.

The applicable prospectus supplement will set forth the place
and time of delivery for the offered securities. Northwest will issue the
debt securities that are issuable upon exercise of warrants upon payment
of the exercise price and otherwise in accordance with the relevant terms

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<PAGE>

applicable to the warrants as described in the applicable prospectus
supplement.

LEGAL OPINIONS

Unless the applicable prospectus supplement indicates
otherwise, the validity of the debt securities, the guarantee of NWA
Corp. and warrants offered by this prospectus will be passed upon for
Northwest and NWA Corp. by Simpson Thacher & Bartlett, New York, New
York. In rendering that opinion, Simpson Thacher & Bartlett will be
relying as to matters of Minnesota law on an opinion from the Office of
the General Counsel of NWA Corp. and Northwest.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the
consolidated financial statements and schedule of NWA Corp. included in
NWA Corp.'s Annual Report on Form 10-K for the year ended December 31,
1999, as set forth in their report on the consolidated financial
statements and schedule incorporated by reference in this prospectus.
Such consolidated financial statements and schedule are incorporated by
reference in this prospectus in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.

_________________________

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<PAGE>

PROSPECTUS
$975,000,000
NORTHWEST AIRLINES, INC.
Pass Through Certificates
_________________________

Applicable Underlying Payments Fully and Unconditionally
Guaranteed by

NORTHWEST AIRLINES CORPORATION

_________________________

Northwest Airlines, Inc. may from time to time offer pass
through certificates. Pass through certificates may be issued in one or
more series in amounts, at prices and on terms to be determined at the
time of the offering.

The pass through certificates will represent interests in the
assets of one or more pass through trusts formed to finance the
acquisition of specified aircraft. The assets of the pass through trusts
will include equipment notes issued

(a) on a nonrecourse basis by one or more owner trustees
pursuant to separate leveraged lease transactions to finance or refinance
a portion of the cost of aircraft which have been or will be leased to
Northwest Airlines, Inc., or

(b) with recourse to Northwest Airlines, Inc. to finance all
or a portion of the cost of, or to purchase all or a portion of the
outstanding debt with respect to, aircraft which have been or will be
purchased and owned by Northwest Airlines, Inc.

The pass through certificates will not represent interests in
or obligations of Northwest Airlines, Inc. or any of its affiliates.
Northwest Airlines Corporation will fully and unconditionally guarantee
the lease and recourse obligations of Northwest Airlines, Inc. referred
to above.

When we decide to sell a particular series of pass through
certificates, we will provide the specific terms of those certificates in
a prospectus supplement. You should read this prospectus and any
prospectus supplement carefully before you invest. This prospectus may
not be used for sales of pass through certificates unless accompanied by
a prospectus supplement.

The pass through certificates may be sold to or through
underwriters, through dealers or agents or directly to purchasers. The
prospectus supplement will set forth the names of any underwriters,
dealers or agents involved in the sale of the pass through certificates
in respect of which this prospectus is being delivered, the proposed

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<PAGE>

amounts, if any, to be purchased by underwriters and the compensation, if
any, of such underwriters or agents.

The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

_________________________

The date of this prospectus is September 27, 2000

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<PAGE>

TABLE OF CONTENTS

Page
About this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . 3
Disclosure Regarding Forward-Looking Statements . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General Outline of Trust Structure . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . 6
Description of the Certificates . . . . . . . . . . . . . . . . . . . 7
Description of the Equipment Notes . . . . . . . . . . . . . . . . . 20
United States Federal Income Tax Consequences . . . . . . . . . . . . 25
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . 29
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 30
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

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<PAGE>

ABOUT THIS PROSPECTUS

This prospectus is part of registration statements that we
filed with the Securities and Exchange utilizing a "shelf" registration
process. Under this shelf process, we may sell pass through certificates
described in this prospectus in one or more offerings up to a total
dollar amount of $975,000,000 or the equivalent of this amount in foreign
currencies or foreign currency units.

This prospectus provides you with a general description of the
pass through certificates we may offer. Each time we offer pass through
certificates, we will provide you with a prospectus supplement that will
describe the specific amounts, prices and terms of the offered
securities. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional
information described below under "Incorporation of Certain Documents by
Reference."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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<PAGE>

- Annual Report on Form 10-K for the year ended
December 31, 1999;
- Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000; and
- Current Reports on Form 8-K filed on January 18,
2000 and July 11, 2000.

You may request a copy of these filings (other than exhibits
to them) at no cost, by writing or telephoning us at the following
address:

Secretary's Office
Northwest Airlines Corporation
5101 Northwest Drive, Dept. A1180
St. Paul, Minnesota 55111-3034
Telephone: (612) 726-2111

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These forward-looking statements are
subject to a number of risks and uncertainties, all of which are
difficult to predict and many of which are beyond our control. Forward-
looking statements are typically identified by the words "may," "will,"
"believe," "expect," "anticipate," "intend," "estimate" and similar
expressions. Actual results could differ materially from those
contemplated by these forward-looking statements as a result of a number
of factors. It is not reasonably possible to itemize all of the many
factors and specific events that could affect the outlook of an airline
operating in the global economy. Some factors that could significantly
impact expected capacity, load factors, revenues, expenses and cash flows
include the airline pricing environment, fuel costs, labor negotiations
both at the Company and other carriers, low-fare carrier expansion,
capacity decisions of other carriers, actions of the U.S. and foreign
governments, foreign currency exchange rate fluctuation, inflation, the
general economic environment in the U.S. and other regions of the world
and other factors discussed herein.

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<PAGE>

behalf are expressly qualified in their entirety by the factors described
above.

THE COMPANY

. domestic hubs at Detroit, Minneapolis/St. Paul and
Memphis;

. an extensive Pacific route system with hubs at Tokyo
and Osaka;

. a trans-Atlantic alliance with KLM Royal Dutch
Airlines which operates through a hub in Amsterdam;
and

. a global alliance with Continental Airlines, Inc..

Our principal executive offices are located at 2700 Lone Oak
Parkway, Eagan, Minnesota 55121; our mailing address is 5101 Northwest
Drive, St. Paul, Minnesota 55111-3034 and our telephone number is (612)
726-2111.

GENERAL OUTLINE OF TRUST STRUCTURE

A separate Northwest Airlines pass through trust will be
formed for each series or class of pass through certificates. Each pass
through trust will be formed pursuant to the basic pass through trust
agreement (the form of which has been filed with the SEC and is
incorporated by reference in the registration statement of which this
prospectus is a part) and a trust agreement supplement to be entered into
among Northwest, NWA Corp. and State Street Bank and Trust Company of
Connecticut, National Association, as pass through trustee under the pass
through trust. Each pass through certificate in a series or class will
represent a fractional undivided interest in the related pass through
trust and will have no rights, benefits or interests in respect of any
other pass through trust. The property of each pass through trust will
consist of

- equipment notes issued

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<PAGE>

- on a nonrecourse basis by one or more owner
trustees pursuant to separate leveraged lease
transactions to finance or refinance a portion
of the equipment cost of aircraft, including
engines, which have been or will be leased to
Northwest pursuant to a separate lease
agreement for each leased aircraft (which we
refer to as "leased aircraft equipment notes"),
or

- with recourse to Northwest to finance all or a
portion of the equipment cost of, or to
purchase all or a portion of the outstanding
debt with respect to, aircraft, including
engines which have been or will be purchased
and owned by Northwest (which we refer to as
"owned aircraft equipment notes");

- the rights of the pass through trust to acquire
equipment notes under a note purchase or refunding
agreement;

- in the case of a delayed purchase of aircraft, the
rights of the pass through trust in respect of
certain escrowed funds;

- if so specified in the related prospectus
supplement, the rights of the pass through trust
under an intercreditor agreement with respect to
cross-subordination or other intercreditor matters;

. if so specified in the related prospectus
supplement, monies receivable under any liquidity
facility arrangements for such pass through trust;
and

. funds from time to time deposited with the related
pass through trustee.

At the time of execution and delivery of each trust agreement
supplement, the pass through trustee will enter into note purchase or
refunding agreements pursuant to which it will purchase one or more
equipment notes relating to the aircraft described in the applicable
prospectus supplement. All equipment notes that constitute the property
of a pass through trust will have identical interest rates (in each case
equal to the rate applicable to the pass through certificates issued by
the pass through trust). The maturity dates of the equipment notes
acquired by each pass through trust will occur on or before the final
distribution date for the pass through certificates issued by the pass
through trust. The pass through trustee for a pass through trust will
distribute the amount of payments of principal, premium, if any, and
interest received by it as holder of the equipment notes to the pass
through certificateholders of the pass through trust. See "Description of
the Certificates" and "Description of the Equipment Notes."

Interest paid on the equipment notes held in a pass through
trust will be passed through to the holders of the pass through
certificates of that pass through trust on the dates and at the rate per

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<PAGE>

annum set forth in the applicable prospectus supplement until the final
distribution date for that pass through trust. Principal paid on the
equipment notes held in a pass through trust will be passed through to
the holders of the pass through certificates of that pass through trust
in scheduled amounts on the dates set forth in the applicable prospectus
supplement until the final distribution date for that pass through trust.
The equipment notes issued with respect to any aircraft will be secured
by a security interest in that aircraft and, in the case of leased
aircraft equipment notes, by a security interest in the related lease,
including the right to receive rentals payable by Northwest.

The leased aircraft equipment notes will be issued under
separate trust indentures between a bank, trust company or other
institution specified in the related prospectus supplement, as loan
trustee, and an institution specified in the related prospectus
supplement acting, not in its individual capacity, but solely as owner
trustee of a separate trust for the benefit of one or more institutional
investors which are owner participants. With respect to each leased
aircraft, the related owner participant(s) will provide from sources
other than the equipment notes, a portion of the equipment cost of that
aircraft. No owner participant, however, will be personally liable for
any amount payable under the equipment notes (or the equipment note
indenture under which they were issued). Simultaneously with the
acquisition of each leased aircraft by an owner trust, the owner trustee
will lease that aircraft to Northwest pursuant to a separate lease.
Although the leased aircraft equipment notes will be issued by an owner
trust and will not be direct obligations of, or guaranteed by, Northwest,
the amounts unconditionally payable by Northwest under the lease will be
sufficient to pay in full when due all payments required to be made on
the corresponding equipment notes.

The owned aircraft equipment notes will be issued under
separate equipment note indentures between a loan trustee and Northwest.

NWA Corp. will fully and unconditionally guarantee to the holders
from time to time of pass through certificates

. with respect to owned aircraft equipment notes, the
full and prompt payment of principal, premium, if
any, and interest on those equipment notes when and
as the same shall become due and payable, whether at
maturity, upon redemption or otherwise and

. with respect to leased aircraft equipment notes, the
full and prompt payment of all amounts payable by
Northwest under the related lease when and as the
same shall become due and payable.

NWA Corp.'s guarantee will be enforceable without any need first to
enforce the obligations of Northwest against Northwest.

With respect to equipment notes of differing payment
priorities issued in respect of one or more aircraft, which will be
purchased by separate pass through trusts, the rights of the holders of

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<PAGE>

the pass through certificates will be subject to an intercreditor
agreement.

USE OF PROCEEDS

Except as set forth in a prospectus supplement for a specific
offering of pass through certificates, the proceeds from the sale of the
pass through certificates will be used by the pass through trustee(s) to
purchase leased aircraft equipment notes and owned aircraft equipment
notes.

Any portion of the proceeds from the sale of pass through
certificates not used by the pass through trustee to purchase equipment
notes on or prior to the date specified in the applicable prospectus
supplement will be distributed on a special distribution date to the pass
through certificateholders, together with interest, but without premium.
See "Description of Certificates-Special Distribution Upon Unavailability
of Aircraft."

RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
Year ended December 31, Six months ended June 30,
---------------------- -------------------------

<S> <C> <C> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995 2000 1999
---- ---- ---- ---- ---- ---- ----
1.64 (a)<F> 3.05 2.74 1.90 1.43 1.36
___________
<FN>
(a) Earnings were inadequate to cover fixed charges by $452
million for the year ended December 31, 1998.
</TABLE>

DESCRIPTION OF THE CERTIFICATES

The following description of the pass through certificates
summarizes certain general terms and provisions of the pass through
certificates to which any prospectus supplement may relate. This summary
relates to the basic pass through trust agreement (the form of which has
been filed with the SEC and is incorporated by reference in the
registration statement of which this prospectus is a part) and each of
the trust agreement supplements, the pass through trusts to be formed
thereby and the pass through certificates to be issued by each pass
through trust except to the extent, if any, described in the applicable
prospectus supplement. The prospectus supplement that accompanies this

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<PAGE>

prospectus contains a glossary of the material terms used with respect to
the specific series or class of pass through certificates being offered
thereby. The trust agreement supplement relating to each series or class
of pass through certificates and the forms of the material operative
agreements relating thereto (including, if applicable, note purchase or
refunding agreement, equipment note indenture, lease, trust agreement,
participation agreement, intercreditor agreement and liquidity
arrangement) will be filed as exhibits to a post-effective amendment to
the Registration Statement of which this prospectus is a part, a Current
Report on Form 8-K, a Quarterly Report on Form 10-Q or an Annual Report
on Form 10-K, as applicable, filed by NWA Corp. with the SEC.

The pass through certificates offered pursuant to this
prospectus will be limited to $1,500,000,000 aggregate public offering
price (or its equivalent (based on the applicable exchange rate at the
time of sale) in one or more foreign currencies or currency units).

To the extent that any provision in any prospectus supplement
is inconsistent with any provision in this summary, the provision of such
prospectus supplement will control.

General

Each pass through certificate will represent a fractional
undivided interest in the pass through trust created by a trust agreement
supplement. All payments and distributions on account of the pass through
certificates will be made only from the related trust property (see
"General Outline of Trust Structure"). Each pass through certificate will
represent a pro rata share of the outstanding principal amount of the
equipment notes held in the related pass through trust. Unless otherwise
specified in the applicable prospectus supplement, each pass through
certificate will be issued in minimum denominations of $1,000 or any
integral multiple thereof (except that one pass through certificate of
each pass through trust may be issued in an odd amount, due to the fact
that the aggregate amount offered by such pass through trust may not
represent an integral multiple of $1,000).

The pass through certificates will not represent an interest
in or obligation of Northwest, NWA Corp., the trustee, any of the loan
trustees or owner trustees in their individual capacities, any owner
participant, or any affiliate of any thereof. Each pass through
certificateholder by its acceptance of a pass through certificate agrees
to look solely to the income and proceeds from the trust property as
provided in the basic pass through trust agreement and the applicable
trust agreement supplement and to its rights under NWA Corp.'s guarantee.

The equipment notes issued under an equipment note indenture
may be held in more than one pass through trust. Similarly, one pass
through trust may hold equipment notes issued under more than one
equipment note indenture. If a pass through trust holds more than one
equipment note, we refer to the equipment note indentures under which
those equipment notes were issued as "related equipment note indentures".
Unless otherwise provided in a prospectus supplement, only equipment
notes having the same priority of payment, also called a "class" or
"series" of equipment notes, may be held in the same pass through trust.

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<PAGE>

Interest will be passed through to pass through
certificateholders of each pass through trust at the rate per annum
payable on the equipment notes held in such pass through trust, as set
forth for such pass through trust on the cover page of the applicable
prospectus supplement.

Reference is made to the prospectus supplement that
accompanies this prospectus for a description of the specific series or
class of pass through certificates being offered thereby, including:

. the specific designation and title of the pass
through certificates;

. the regular distribution dates (as defined below)
and special distribution dates applicable to the
pass through certificates;

. the currency or currencies (including currency
units) in which such pass through certificates may
be denominated;

. the specific form of the pass through certificates,
including whether or not the pass through
certificates are to be issued in accordance with a
book-entry system;

. a description of the equipment notes to be purchased
by the pass through trust, including

- the period or periods within which, the
price or prices at which, and the terms
and conditions upon which the equipment
notes may or must be redeemed or defeased
in whole or in part, by Northwest or, with
respect to leased aircraft equipment
notes, the owner trustee which is the
issuer,

- the payment priority of the equipment
notes in relation to any other equipment
notes issued with respect to the related
aircraft,

- any additional security or liquidity
enhancements therefor and

- any intercreditor or other rights or
limitations between or among the holders
of equipment notes of different priorities
issued by the same owner trustee;

. a description of the related aircraft, including
whether the aircraft is leased to or owned by
Northwest;

. a description of the note purchase or refunding
agreement and of the equipment note indentures,
including a description of the indenture events of
default, the remedies exercisable upon the

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<PAGE>

occurrence of indenture events of default and any
limitations on the exercise of those remedies;

. if the pass through certificates relate to leased
aircraft equipment notes, a description of the
lease, the owner trust agreement and participation
agreement, including the name of the owner trustee,
a description of the lease events of default, the
remedies exercisable upon the occurrence of lease
events of default and any limitations on the
exercise of those remedies, and the rights of the
owner trustee, if any, and/or owner participant, if
any, to cure failures of Northwest to pay rent under
the lease;

. the extent, if any, to which the provisions of the
operative documents applicable to the equipment
notes may be amended without the consent of the
holders of, or only upon the consent of the holders
of a specified percentage of aggregate principal
amount of, the equipment notes;

. cross-default or cross-collateralization provisions
in the equipment note indentures;

. subordination provisions among the holders of pass
through certificates, including any cross-
subordination provisions among the holders of pass
through certificates in separate pass through
trusts; and

. any other special terms pertaining to such pass
through certificates.

If any pass through certificates are denominated in one or
more foreign currencies or currency units, the restrictions, certain
United States federal income tax considerations, specific terms and other
information with respect to those pass through certificates and the
foreign currency or currency units will be set forth in the applicable
prospectus supplement.

Book-Entry Registration

General

Unless otherwise specified in the applicable prospectus
supplement, each series or class of pass through certificates will be
represented by one fully registered global certificate. Each global
certificate will be deposited with, or on behalf of, The Depository Trust
Company ("DTC") and registered in the name of Cede & Co. ("Cede"), or its
nominee. No person acquiring a beneficial interest in a global pass
through certificate will be entitled to physical delivery of a definitive
certificate except as set forth below under "-Definitive Certificates."

Unless and until definitive pass through certificates are
issued, all references to actions by pass through certificateholders
refer to actions taken by DTC, or its nominee, as the registered holder
of the global pass through certificate, upon instructions from DTC

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<PAGE>

Participants (as defined below), and all references to distributions,
notices, reports and statements to pass through certificateholders refer,
as the case may be, to distributions, notices, reports and statements to
DTC or its nominee, as the registered holder of the pass through
certificates, or to DTC Participants for distribution to the beneficial
owners of interests in the global pass through certificates in accordance
with DTC procedures. Unless and until definitive certificates are
issued, the only "Certificateholder" will be Cede, as nominee of DTC.
Beneficial owners will not be recognized by the pass through trustee as
pass through certificateholders, as such term is used in the pass through
trust agreement, and beneficial owners will be permitted to exercise the
rights of pass through certificateholders only indirectly through DTC and
DTC Participants.

Purchases, sales and transfers of the ownership of, or other
interests in, the pass through certificates must be made by or through
DTC Participants and Indirect Participants, which will receive a credit
for the pass through certificates on DTC's record. The ownership
interest of each beneficial owner of the pass through certificates is in
turn recorded on the Direct Participant's and Indirect Participant's
records.

DTC has advised Northwest that it will take any action
permitted to be taken by a pass through certificateholder under the basic
pass through trust agreement only at the direction of one or more DTC
Participants to whose accounts with DTC the pass through certificates are
credited. Additionally, DTC has advised Northwest that in the event any
action requires approval by pass through certificateholders of a certain
percentage of beneficial interest in each pass through trust, DTC will
take such action only at the direction of and on behalf of DTC
Participants whose holders include undivided interests that satisfy any
such percentage. DTC may take conflicting actions with respect to other
undivided interests to the extent that such actions are taken on behalf
of DTC Participants whose holders include such undivided interests.

Distributions of principal and interest on the global pass
through certificates will be made by the pass through trustee to CEDE, as
nominee for DTC. DTC will forward such payments in same-day funds to DTC
Participants who are credited with ownership of the pass through
certificates in amounts proportionate to the principal amount of the DTC
Participant's respective holdings of beneficial interests in the pass
through certificates. DTC Participants will thereafter forward payments

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<PAGE>

to Indirect Participants or beneficial owners, as the case may be, in
accordance with customary industry practices. The forwarding of
distributions to the pass through certificate beneficial owners will be
the responsibility of the DTC Participants.

Under the rules, regulations and procedures creating and
affecting DTC and its operations (the "Rules"), DTC is required to make
book-entry transfers of the pass through certificates among DTC
Participants on whose behalf it acts with respect to the pass through
certificates and to receive and transmit distributions of principal,
premium, if any, and interest with respect to the pass through
certificates. DTC Participants and Indirect Participants with which
benefical owners of the pass through certificates have accounts similarly
are required to make book-entry transfers and receive and transmit such
payments on behalf of their respective customers. Accordingly, although
beneficial owners of pass through certificates will not possess the pass
through certificates, the Rules provide a mechanism by which the
beneficial owners will receive payments and will be able to transfer
their interests.

Because DTC can only act on behalf of DTC Participants, who in
turn act on behalf of Indirect Participants, the ability of a beneficial
owner of pass through certificates to pledge its pass through
certificates to persons or entities that do not participate in the DTC
system, or to otherwise act with respect to such pass through
certificates, may be limited due to the lack of a physical certificate
for such pass through certificates.

Neither Northwest, NWA Corp. nor the Trustee will have any
liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the pass through
certificates held by Cede, as nominee for DTC, or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests.

The applicable prospectus supplement will specify any
additional book-entry registration procedures applicable to pass through
certificates denominated in a currency other than United States dollars.

Same-Day Settlement and Payment

So long as the pass through certificates are registered in the
name of Cede, as nominee for DTC, all payments made by Northwest to the
loan trustee under any equipment note indenture will be in immediately
available funds. Such payments, including the final distribution of
principal with respect to the pass through certificates of any pass
through trust, will be passed through to DTC in immediately available
funds.

Secondary trading in long-term notes and debentures of
corporate issuers is generally settled in clearinghouse or next-day
funds. In contrast, secondary trading in pass through certificates is
generally settled in immediately available or same-day funds. Any pass
through certificates registered in the name of Cede, as nominee for DTC,
will trade in DTC's Same-Day Funds Settlement System until maturity, and
secondary market trading activity in the pass through certificates will
therefore be required by DTC to settle in immediately available funds. No

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assurance can be given as to the effect, if any, of settlement in
same-day funds on trading activity in the pass through certificates.

Definitive Certificates

Unless the applicable prospectus supplement specifies
otherwise, if DTC is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by Northwest
within ninety days, pass through certificates in definitive, certificated
form will be issued in exchange for the applicable global pass through
certificates. In addition, Northwest may at any time and in its sole
discretion determine not to have any of the pass through certificates of
a series or class represented by one or more global certificates. In
that event, pass through certificates in definitive certificated form
will be issued in exchange for the applicable global pass through
certificates. Further, if Northwest so specifies, an owner of a
beneficial interest in a global pass through certificate may, on terms
acceptable to Northwest and DTC, receive definitive, certificated pass
through certificates registered in the name of that beneficial owner or
its designee.

Upon the occurrence of any event described in the immediately
preceding paragraph, the pass through trustee will be required to notify
all beneficial owners through DTC Participants of the availability of
definitive certificates. Upon surrender by DTC of the certificates
representing the pass through certificates and receipt of instructions
for re-registration, the pass through trustee will reissue the pass
through certificates as definitive pass through certificates to the
beneficial owners.

Distributions of principal, premium, if any, and interest on
pass through certificates will thereafter be made by the pass through
trustee directly in accordance with the procedures set forth in the basic
pass through trust agreement and the applicable trust agreement
supplement, to holders in whose names the definitive pass through
certificates were registered at the close of business on the applicable
record date. These distributions will be made by check mailed to
the address of the holder as it appears on the register maintained by the
pass through trustee. The final payment on any pass through certificate,
however, will be made only upon presentation and surrender of the
definitive pass through certificate at the office or agency specified in
the notice of final distribution to pass through certificateholders.

Definitive pass through certificates will be freely
transferable and exchangeable at the office of the pass through trustee
upon compliance with the requirements set forth in the basic pass through
trust agreement and the applicable trust agreement supplements. No
service charge will be imposed for any registration of transfer or
exchange, but payment of a sum sufficient to cover any tax or other
governmental charge shall be required.

Payments and Distributions

Payments of principal of and premium, if any, and interest on
to the equipment notes held in each pass through trust will be
distributed by the pass through trustee, upon receipt, to the pass

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through certificateholders of that pass through trust on the dates and in
the currency specified in the applicable prospectus supplement, except

. in certain cases when some or all of those equipment
notes are in default as described in the applicable
prospectus supplement and

. that those payments are subject to the effect of any
cross-subordination or other intercreditor
provisions set forth in the prospectus supplement
for a series or class of pass through certificates.

Scheduled payments of principal of, and interest on, the
unpaid principal amount of the equipment notes held in each pass through
trust will be scheduled to be received by the pass through trustee on the
regular distribution dates specified in the applicable prospectus
supplement. See "Description of the Equipment Notes General." Subject to
the effect of any cross-subordination or other intercreditor provisions
set forth in the prospectus supplement for a series or class of pass
through certificates, each pass through certificateholder of each pass
through trust will be entitled to receive a pro rata share of any
distribution in respect of scheduled payments of principal and interest
made on the equipment notes held in the pass through trust.

Payments of principal, premium, if any, and interest received
by a pass through trustee on account of the early redemption, if any, of
the equipment notes held in the pass through trust will be distributed on
the special distribution dates provided in the applicable prospectus
supplement. In addition, payments (other than scheduled payments
received on a regular distribution date) received by a pass through
trustee following a default under the equipment notes held in the pass
through trust will be distributed on a special distribution date.
However, unless otherwise specified in the applicable prospectus
supplement, following a default under the equipment notes held in a pass
through trust, payments received by the pass through trustee as a result
of a drawing on a regular distribution date under any liquidity facility
specified in the applicable prospectus supplement will be distributed on
such regular distribution date. The pass through trustee will mail notice
to the pass through certificateholders of record of the applicable pass
through trust not less than 20 days prior to the special distribution
date on which any payment is to be distributed by the pass through
trustee.

Pool Factors

The pool factor (as defined below) for a pass through trust
will decline in proportion to the scheduled repayments of principal on
the equipment notes held in that pass through trust as described in the
applicable prospectus supplement unless there has been

. an early redemption,

. a purchase of an issue of leased aircraft equipment
notes by the owner trustee after an indenture
default,

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. a default in the payment of principal in respect of
one or more issues of the equipment notes held in a
pass through trust or

. certain actions have been taken following a default
thereon, as described in the applicable prospectus
supplement,

in which event the pool factor and the pool balance (as defined below) of
each pass through trust so affected will be recomputed after giving
effect to these events and notice thereof will be mailed to the pass
through certificateholders of the pass through trust. Each pass through
trust will have a separate pool factor.

Unless otherwise described in the applicable prospectus
supplement, the "pool balance" for each pass through trust or for the
pass through certificates issued by any pass through trust indicates, as
of any date, the original aggregate face amount of the pass through
certificates of such pass through trust less the aggregate amount of all
payments made in respect of the pass through certificates of such pass
through trust (other than payments made in respect of interest or premium
thereon or reimbursement of any costs and expenses in connection
therewith). The pool balance for a pass through trust as of any
distribution date will be computed after giving effect to any payments on
the equipment notes or other trust property held in that pass through
trust and the distribution thereof to be made on that date.

Unless otherwise described in the applicable prospectus
supplement, the "pool factor" for a pass through trust as of any
distribution date is the quotient (rounded to the seventh decimal place)
computed by dividing

- the pool balance by

. the aggregate original principal amount of the
equipment notes held in that pass through trust.

The pool factor for a pass through trust as of any distribution date will
be computed after giving effect to the payment of principal, if any, on the
equipment notes held in that pass through trust and distribution thereof to
be made on that date. The pool factor for each pass through trust will
initially be 1.0000000. Thereafter, the pool factor for a pass through
trust will decline as described above to reflect reductions in the pool
balance of that pass through trust. The amount of a pass through
certificateholder's pro rata share of the pool balance of a pass through
trust can be determined by multiplying the original denomination of the
holder's pass through certificate by the pool factor for the pass through
trust as of the applicable distribution date. The pool factor and the pool
balance for a pass through trust will be mailed to pass through
certificateholders of that pass through trust on each distribution date.

Reports to Certificateholders

On each distribution date, the pass through trustee will
deliver to the pass through certificateholders of the related pass
through trust, a statement, giving effect to the distribution to be made
on that distribution date, setting forth the following information:

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. the amount of the distribution that is allocable to
principal and the amount allocable to premium, if
any (per $1,000 aggregate principal amount of pass
through certificate);

. the amount of the distribution that is allocable to
interest (per $1,000 aggregate principal amount of
pass through certificate) below; and

. the pool balance and the pool factor for the pass
through trust.

If so specified in the related prospectus supplement, the pass
through trustee for a series or class of pass through certificates may
include in this statement additional information, such as

- the aggregate amount of funds distributed on the
distribution date and the source of such funds and

- in the case of a delayed purchase, certain
information regarding any escrowed funds.

So long as the pass through certificates are registered in the
name of Cede, as nominee for DTC, on the record date prior to each
distribution date, the pass through trustee will request from DTC a
Securities Position Listing setting forth the names of all DTC
Participants reflected on DTC's books as holding interests in the pass
through certificates on such record date. On each distribution date, the
pass through trustee will mail to each DTC Participant the statement
described above and will make available additional copies as requested by
a DTC Participant for forwarding to holders of beneficial interests in
the pass through certificates.

In addition, after the end of each calendar year, the pass
through trustee will prepare for each person which was a pass through
certificateholder at any time during the preceding calendar year, a
report containing the sum of the amounts determined pursuant to the first
two bullets above for that calendar year or, in the event such person was
a pass through certificateholder during only a portion of that calendar
year, for the applicable portion of the calendar year. In addition,
after the end of each calendar year, the pass through trustee will
prepare for each person which was a pass through certificateholder at any
time during the preceding calendar year, such other items as are readily
available to the pass through trustee and which a pass through
certificateholder reasonably requests as necessary for the preparation of
its federal income tax returns. Such report and such other items will be
prepared on the basis of information supplied to the pass through trustee
by the DTC Participants and will be delivered by the pass through trustee
to the DTC Participants to be available for forwarding by the DTC
Participants to holders of beneficial interests in the pass through
certificates in the manner described above.

If at any time the pass through certificates are issued in the
form of definitive certificates, the pass through trustee will prepare
and deliver the information described above to each pass through
certificateholder of record as the name and period of beneficial

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ownership of such pass through certificateholder appears on the records
of the registrar of the pass through certificates.

Voting of Equipment Notes

Subject to the effect of any cross-subordination provisions
set forth in the related prospectus supplement, a pass through trustee,
as holder of the equipment notes held in the pass through trust, has the
right to vote and give consents and waivers under the equipment note
indentures. The basic pass through trust agreement and related trust
agreement supplement set forth

- the circumstances in which the pass through trustee
may direct any action or cast any vote as the holder
of the equipment notes held in the applicable pass
through trust at its own discretion,

- the circumstances in which the pass through trustee
must seek instructions from the pass through
certificateholders, and

- the percentage of pass through certificateholders
required to direct the pass through trustee to take
any action.

If specified in the related prospectus supplement, the right
of a pass through trustee to vote and give consents and waivers with
respect to the equipment notes held in the related pass through trust
may, in the circumstances set forth in the intercreditor agreement, be
exercisable by another person specified in the prospectus supplement.

Events of Default and Certain Rights Upon an Event of Default

The prospectus supplement related to a series or class of pass
through certificates will specify the events of default under the pass
through trust agreement and the events of default under the equipment
note indentures. With respect to leased aircraft equipment notes, the
indenture events of defaults will include events of default under the
related lease. With respect to any equipment notes which are supported by
a liquidity facility, the indenture events of default may include events
of default under the liquidity facility. Unless otherwise provided in a
prospectus supplement, all of the equipment notes issued under the same
equipment note indenture will relate to one or more specific aircraft and
there will be no cross-collateralization or cross-default provisions in
the equipment note indentures. Events resulting in an event of default
under any particular equipment note indenture will not necessarily result
in an event of default under any other equipment note indenture.

As described below under "-Cross-Subordination Issues," a
prospectus supplement may provide the terms of any cross-subordination
provisions among pass through trusts which hold separate, but related
equipment notes. If these provisions are provided, payments made under an
equipment note indenture under which an event of default has not occurred
(and as to which payments continue to be made as scheduled) may be
distributed first to the holders of the pass through certificates issued
under the pass through trust which holds the most senior equipment notes
issued under all related equipment note indentures.

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With respect to leased aircraft equipment notes, the ability
of the owner trustee or owner participant to cure indenture events of
default, including indenture events of default that result from the
occurrence of a lease event of default, will be described in the
prospectus supplement. Unless otherwise provided in a prospectus
supplement, a drawing under a liquidity facility for the purpose of
making a payment of interest as a result of the failure by Northwest to
have made a corresponding payment under the equipment notes or leases, as
applicable, will not cure an indenture event of default related to such
failure by Northwest.

The prospectus supplement related to a series or class of pass
through certificates will set forth the percentage of pass through
certificateholders entitled to direct the pass through trustee to take
any action under the equipment notes held in the pass through trust and,
if applicable, equipment notes issued under any other related equipment
note indenture. If the equipment notes outstanding under an equipment
note indenture are held by more than one pass through trust, then the
ability of the pass through certificateholders in any one pass through
trust to cause the loan trustee for the equipment notes held in that pass
through trust to accelerate those equipment notes or to direct the
exercise of remedies by the loan trustee under the equipment note
indenture will depend, in part, upon the proportion between the aggregate
principal amount of the equipment notes held in that pass through trust
and the aggregate principal amount of all equipment notes outstanding
under the same equipment note indenture. In addition, if cross-
subordination provisions are applicable to any series or class of pass
through certificates, then the ability of the pass through
certificateholders of any one pass through trust to cause the loan
trustee for the equipment notes held in that pass through trust to
accelerate those equipment notes or to direct the exercise of remedies by
the loan trustee under the equipment note indenture will depend, in part,
upon the class or series of equipment notes held in that pass through
trust.

If the equipment notes outstanding under an equipment note
indenture are held by more than one pass through trust, then each pass
through trust will hold equipment notes with different terms from the
equipment notes held in the other pass through trusts and therefore the
pass through certificateholders of a pass through trust may have
divergent or conflicting interests from those of the pass through
certificateholders of the other pass through trusts holding equipment
notes relating to the same equipment note indenture. In addition, so long
as the same institution acts as pass through trustee of each pass through
trust, in the absence of instructions from the pass through
certificateholders of any such pass through trust, the pass through
trustee for such pass through trust could for the same reason be faced
with a potential conflict of interest upon an indenture event of default.
In such event, the pass through trustee has indicated that it would
resign as pass through trustee of one or all such pass through trusts,
and a successor trustee would be appointed in accordance with the terms
of the basic pass through trust agreement.

The prospectus supplement for a series or class of pass
through certificates will specify whether and under what circumstances
the pass through trustee may or must sell for cash all or part of the
equipment notes. Any proceeds received by the pass through trustee upon

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any equipment note sale will be deposited in a special payments account
established by the pass through trustee for the benefit of the pass
through certificateholders of the related pass through trust. The market
for equipment notes in default may be very limited, and there can be no
assurance that they could be sold for a reasonable price. Furthermore, so
long as the same institution acts as pass through trustee of multiple
pass through trusts, it may be faced with a conflict in deciding from
which pass through trust to sell equipment notes to available buyers. If
the pass through trustee sells any equipment notes for less than their
outstanding principal amount, the pass through certificateholders of the
related pass through trust will receive a smaller amount of principal
distributions than anticipated and will not have any claim for the
shortfall against Northwest, any owner trustee, owner participant, the
pass through trustee or (except for NWA Corp.'s guarantee) their
affiliates. Furthermore, neither the pass through trustee nor the pass
through certificateholders of a pass through trust could take any action
with respect to any remaining equipment notes held in that pass through
trust so long as no indenture event of defaults exist with respect to
those remaining equipment notes.

With respect to any pass through trust, the following amounts
will be deposited into the special payments account and distributed to
the related pass through certificateholders on a special payments date:

. Any amount (other than scheduled payments received
on a regular distribution date) distributed to the
pass through trustee by the loan trustee under the
related equipment note indenture following an
indenture event of default.

. If a prospectus supplement provides that the
applicable owner trustee may, under circumstances
specified therein, redeem or purchase the related
equipment notes, the price paid by the owner trustee
to the pass through trustee for those equipment
notes.

Any funds held by a pass through trustee in the special
payments account for the related pass through trust which represent
payments on account of equipment notes which are in default, or the
proceeds from the sale by the pass through trustee of any equipment notes
held in the trust, will, to the extent practicable, be invested and
reinvested by the pass through trustee in certain permitted investments
specified in the related prospectus supplement.

The basic pass through trust agreement provides that the pass
through trustee will, within 90 days after the occurrence of a pass
through trust default, give the related pass through certificateholders
notice, transmitted by mail, of all uncured or unwaived pass through
trust defaults known to it. However, the pass through trustee will be
protected in withholding notice of any pass through trust default, other
than default in the payment of principal, premium, if any, or interest on
any of the equipment notes held in the pass through trust, if it in good
faith determines that the withholding of notice is in the interests of
the pass through certificateholders. The term "default" as used in this
paragraph means the occurrence of an event of default with respect to a
pass through trust as described above, except that in determining whether

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any event of default has occurred, any grace period or notice requirement
will be disregarded.

The basic pass through trust agreement contains a provision
entitling the pass through trustee of a pass through trust, subject to
the duty of the pass through trustee during a default to act with the
required standard of care, to be offered reasonable security or indemnity
by the pass through certificateholders of that pass through trust before
proceeding to exercise any right or power under the basic pass through
trust agreement at the request of the pass through certificateholders.

The prospectus supplement for a series or class of pass
through certificates will specify the percentage of pass through
certificateholders entitled to waive, or to instruct the pass through
trustee to waive, any past event of default under the pass through
certificates and thereby annul any direction given as a result of that
event. The prospectus supplement for a series or class of pass through
certificates will also specify the percentage of pass through
certificateholders (and whether of such pass through trust or of any
other pass through trust holding equipment notes issued under related
equipment note indentures) entitled to waive, or to instruct the pass
through trustee or the loan trustee to waive, any past indenture event of
default under the equipment notes held in that pass through trust and
thereby annul any direction given as a result of that event.

Merger, Consolidation and Transfer of Assets

Northwest will be prohibited from consolidating with or
merging into any other corporation or transferring substantially all of
its assets as an entirety to any other corporation unless

. the surviving successor or transferee corporation
(a) is a "citizen of the United States" (as defined
in Section 40102(a)(15) of Title 49 of the United
States Code) holding a carrier operating certificate
issued by the Secretary of Transportation pursuant
to Chapter 447 of Title 49, United States Code, for
aircraft capable of carrying 10 or more individuals
or 6,000 pounds or more of cargo and with respect to
which there is in force an air carrier operating
certificate issued pursuant to Part 121 of the
regulations under the sections of Title 49, United
States Code, relating to aviation and (b) expressly
assume all of the obligations of Northwest contained
in the basic pass through trust agreement and any
trust agreement supplement, the note purchase or
refunding agreements and the equipment note
indentures and, with respect to any leased aircraft
equipment notes, the participation agreements and
the leases, and any other operative documents;

. immediately after giving effect to such transaction,
no indenture event of default or lease event of
default has occurred or is continuing; and

- Northwest has delivered a certificate and an opinion
or opinions of counsel indicating that such

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transaction, in effect, complies with these
conditions.

Modifications of the Basic Agreement

The basic pass through trust agreement permits Northwest, NWA
Corp. and the pass through trustee to enter into a supplemental trust
agreement, without the consent of the holders of any of the pass through
certificates,

. to provide for the formation of a pass through trust
and the issuance of a series or class of pass
through certificates,

- to evidence the succession of another corporation to
Northwest or NWA Corp. and the assumption by such
corporation of Northwest's or NWA Corp.'s
obligations under the basic pass through trust
agreement and the applicable trust agreement
supplement,

. to add to the covenants of Northwest or NWA Corp.
for the benefit of holders of pass through
certificates, or to surrender any right or power in
the basic pass through trust agreement conferred
upon Northwest or NWA Corp.,

. to cure any ambiguity or correct or supplement any
defective or inconsistent provision of the basic
pass through trust agreement or the applicable trust
agreement supplement or to make any other provisions
with respect to matters or questions arising under
those agreements, provided the action does not
adversely affect the interests of the holders of
such pass through certificates,

. to modify, eliminate or add to the provisions of the
basic pass through trust agreement to the extent
necessary to continue the qualification of the basic
pass through trust agreement (including any
supplemental agreement) under the Trust Indenture
Act of 1939, as amended, and to add to the basic
pass through trust agreement other provisions
expressly permitted by the Trust Indenture Act,

. to provide for a successor pass through trustee or
to add to or change any provision of the basic pass
through trust agreement as necessary to facilitate
the administration of the pass through trusts
thereunder by more than one pass through trustee,

. to add, eliminate or change any provisions under the
basic pass through trust agreement that will not
adversely affect the pass through certificateholders
in any material respect, provided that in each case,
such modification does not cause the corresponding
pass through trust to become taxable as an
"association" within the meaning of Treasury

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Regulation Section 301.7701-2 or a "publicly traded
partnership" within the meaning of Section 7704 of
the Code taxable as a corporation and

. to make any other amendments or modifications to the
basic pass through trust agreement, provided such
amendments or modifications shall only apply to pass
through certificates issued thereafter.

The basic pass through trust agreement also contains
provisions permitting Northwest, NWA Corp. and the pass through trustee
of a pass through trust, with the consent of the pass through
certificateholders of that pass through trust evidencing fractional
undivided interests aggregating not less than a majority in interest,
and, with respect to any leased aircraft, with the consent of the
applicable owner trustee (whose consent cannot be unreasonably withheld),
to execute supplemental trust agreements adding any provisions to or
changing or eliminating any of the provisions of the basic pass through
trust agreement, to the extent relating to such pass through trust, and
the applicable trust agreement supplement, or modifying the rights of the
pass through certificateholders. However, no supplemental trust
agreement may, without the consent of each pass through certificateholder
affected thereby,

. reduce in any manner the amount of, or delay the
timing of, any receipt by the pass through trustee
of payments on the equipment notes held in that pass
through trust or any distributions in respect of any
pass through certificate related to that pass
through trust,

. or change the date or place of any payment in
respect of any pass through certificate, or make
distributions payable in coin or currency other than
that provided for in the pass through certificates,
or impair the right of any pass through
certificateholder of that pass through trust to
institute suit for the enforcement of any such
payment when due,

. permit the disposition of any equipment note held in
that pass through trust, except as provided in the
basic pass through trust agreement or the applicable
trust agreement supplement, or otherwise deprive any
pass through certificateholder of the benefit of the
ownership of the applicable equipment notes,

. reduce the percentage of the aggregate fractional
undivided interests of the pass through trust, the
consent of the holders of which is required for any
supplemental trust agreement or for any waiver
provided for in the basic pass through trust
agreement or the trust agreement supplement,

. modify any of the provisions relating to the rights
of the pass through certificateholders in respect of
the waiver of events of default or receipt of
payment or

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. cause the pass through trust to become taxable as an
"association" within the meaning of Treasury
Regulation Section 301.7701-2 or a "publicly traded
partnership" within the meaning of Section 7704 of
the Code taxable as a corporation.

Modification of Indenture and Related Agreements

The prospectus supplement will specify the pass through
trustee's obligations in the event that the pass through trustee, as the
holder of any equipment notes held in a pass through trust, receives a
request for its consent to any amendment, modification or waiver under
the equipment note indenture or other documents relating to the
applicable equipment notes (including any lease or any liquidity
facility).

Cross-Subordination Issues

The equipment notes issued under an equipment note indenture
may be held in more than one pass through trust and one pass through
trust may hold equipment notes issued under more than one equipment note
indenture. Unless otherwise provided in a prospectus supplement, only
equipment notes of the same class or series may be held in the same pass
through trust. In such event, payments made on account of a subordinate
class or series of equipment notes issued under an equipment note
indenture may, under circumstances described in the related prospectus
supplement, be subordinated to the prior payment of all amounts owing to
pass through certificateholders of a pass through trust which holds
senior equipment notes issued under all related equipment note
indentures. The prospectus supplement for an issuance of pass through
certificates will describe any such "cross-subordination" provisions and
any related terms, including the percentage of pass through
certificateholders under any pass through trust which are permitted to
grant waivers of defaults under any related equipment note indenture, to
consent to the amendment or modification of any related equipment note
indentures or to direct the exercise of remedial actions under any
related equipment note indentures.

Termination of the Pass Through Trusts

The obligations of Northwest, NWA Corp. and the pass through
trustee with respect to a pass through trust will terminate upon the
distribution to pass through certificateholders of that pass through
trust of all amounts required to be distributed to them pursuant to the
basic pass through trust agreement and the applicable trust agreement
supplement and the disposition of all property held in that pass through
trust. The pass through trustee for a pass through trust will send to
each pass through certificateholder of record, notice of the termination
of the pass through trust, the amount of the proposed final payment and
the proposed date for the distribution of the final payment for that pass
through trust. The final distribution to any pass through
certificateholder of a pass through trust will be made only upon
surrender of the pass through certificateholder's pass through

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certificates at the office or agency of the pass through trustee
specified in the notice of termination.

Delayed Purchase

In the event that, on the delivery date of any pass through
certificates, all of the proceeds from the sale of the pass through
certificates are not used to purchase the equipment notes contemplated to
be held in the pass through trust, those remaining equipment notes may be
purchased by the pass through trustee at any time on or prior to a
subsequent date specified in the applicable prospectus supplement. In
this event, the proceeds from the sale of pass through certificates not
used to purchase equipment notes will be held under an arrangement
described in the applicable prospectus supplement pending the purchase of
the equipment notes not so purchased. If any proceeds are not
subsequently used to purchase equipment notes by the date specified in
the prospectus supplement, those proceeds will be returned to the holders
of the related pass through certificates.

NWA Corp.'s Guarantee

NWA Corp. will unconditionally guarantee

. with respect to owned aircraft equipment notes, the full
and prompt payment of principal, premium, if any, and
interest thereon when and as due and payable, whether at
maturity, upon redemption or otherwise, and

. with respect to leased aircraft equipment notes, the full
and prompt payment of all amounts payable by Northwest
under the related lease when and as the same shall become
due and payable.

NWA Corp.'s guarantee will be enforceable without any need
first to enforce any equipment note or lease against Northwest. NWA
Corp.'s guarantee will be an unsecured obligation of NWA Corp.

Liquidity Facility

The related prospectus supplement may provide that one or more
payments of interest on the pass through certificates of one or more
series or classes will be supported by a liquidity facility issued by an
institution identified in the related prospectus supplement. The provider
of a liquidity facility will have a claim senior to the pass through
certificateholders' as specified in the related prospectus supplement.

The Trustee

The pass through trustee for each series or class of pass
through certificates will be identified in the prospectus supplement.
With certain exceptions, the pass through trustee will make no
representations as to the validity or sufficiency of the basic pass
through trust agreement, the trust agreement supplements, the pass
through certificates, the equipment notes, the equipment note indentures,
the leases or other related documents. With respect to any series or
class of pass through certificates, the pass through trustee shall not be

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liable for any action taken or omitted to be taken by it in good faith in
accordance with the direction of the holders of a majority in principal
amount of outstanding pass through certificates of that series or class.
Subject to these provisions, no pass through trustee will be under any
obligation to exercise any of its rights or powers under the basic pass
through trust agreement at the request of any holders of pass through
certificates issued thereunder unless those holders have offered to the
pass through trustee indemnity satisfactory to it. The basic pass through
trust agreement provides that the pass through trustee in its individual
or any other capacity may acquire and hold pass through certificates and,
subject to certain conditions, may otherwise deal with Northwest, NWA
Corp. and, with respect to the leased aircraft, with any owner trustee
and owner participant with the same rights it would have if it were not
the pass through trustee.

The pass through trustee may resign under any or all of the
pass through trusts at any time, in which event Northwest will be
obligated to appoint a successor pass through trustee. If a pass through
trustee

. ceases to be eligible to continue as pass through
trustee or

. becomes incapable of acting as pass through trustee
or

. becomes insolvent,

Northwest may remove that pass through trustee. In addition, upon the
occurrence of any of these events any person who has been a pass
through certificateholder of the related pass through trust for at least
six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the pass
through trustee and the appointment of a successor pass through trustee.
Any resignation or removal of the pass through trustee and appointment of
a successor pass through trustee will not become effective until
acceptance of the appointment by the successor pass through trustee.
Pursuant to the resignation and successor pass through trustee
provisions, it is possible that a different pass through trustee could be
appointed to act as the successor pass through trustee. All references in
this prospectus to the pass through trustee should be read to take into
account the possibility that the pass through trusts could have different
successor pass through trustees in the event of a resignation or removal.

The basic pass through trust agreement provides that Northwest
will pay the pass through trustee's fees and expenses and indemnify the
pass through trustee against certain liabilities.

DESCRIPTION OF THE EQUIPMENT NOTES

The statements made under this caption are summaries and
reference is made to the entire prospectus and detailed information
appearing in the applicable prospectus supplement. Where no distinction
is made between owned aircraft equipment notes and leased aircraft
equipment notes, or between their respective equipment note indentures,
such statements refer to any equipment notes and any equipment note
indenture.

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To the extent that any provision in any prospectus supplement
is inconsistent with any provision in this summary, the provision of such
prospectus supplement will control.

General

All equipment notes will be issued under a separate equipment
note indenture,

. in the case of leased aircraft equipment notes,
between the related owner trustee of a trust for the
benefit of an owner participant who is the
beneficial owner of the related aircraft, and the
related loan trustee, or

. between Northwest and the related loan trustee.

The equipment notes issued pursuant to the first bullet point
of the preceding sentence will be nonrecourse obligations of the
applicable owner trust. Each equipment note will be authenticated under
an equipment note indenture by the loan trustee. All equipment notes
issued under the same equipment note indenture will relate to, and be
secured by, one or more aircraft identified and described in the related
prospectus supplement. In the case of leased aircraft equipment notes,
those aircraft will be leased to Northwest pursuant to a lease between
the owner trustee under the applicable owner trust and Northwest. In the
case of owned aircraft equipment notes, those aircraft will be owned by
Northwest.

With respect to each aircraft which is leased to Northwest,
the related owner trustee has acquired or will acquire those aircraft
from Northwest or the manufacturer of the aircraft, as the case may be,
and will grant a security interest in those aircraft to the related loan
trustee as security for the payments of the related equipment notes. In
addition, the related owner trustee will lease those aircraft to
Northwest pursuant to a lease which will be assigned to the related loan
trustee. Pursuant to each lease, Northwest will be obligated to make or
cause to be made rental and other payments to the related loan trustee on
behalf of the related owner trustee in amounts that will be sufficient to
make payments of the principal, interest and premium, if any, required to
be made in respect of the related equipment notes when and as due and
payable.

The obligations of Northwest

. to pay rent under each lease

. under the owned aircraft equipment notes and

. under the equipment note indenture for owned
aircraft equipment notes

will be general obligations of Northwest. Except in certain circumstances
involving Northwest's purchase of a leased aircraft and the assumption of
the equipment notes related thereto, the leased aircraft equipment notes
will be issued by an owner trust and will not be obligations of, or
guaranteed by, Northwest.

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Principal and Interest Payments

Interest received by a pass through trustee on the equipment
notes held in a pass through trust will be passed through to the pass
through certificateholders of that pass through trust on the dates and at
the rate per annum set forth in the applicable prospectus supplement
until the final distribution for that pass through trust. Principal
received by a pass through trustee on the equipment notes held in a pass
through trust will be passed through to the pass through
certificateholders of that pass through trust in scheduled amounts on the
dates set forth in the applicable prospectus supplement until the final
distribution date for that pass through trust.

If any date scheduled for any payment of principal of or
premium, if any, or interest on the equipment notes is not a business day
in the jurisdictions identified in the applicable prospectus supplement,
that payment will be made on the next succeeding business day without any
additional interest.

Redemption

The applicable prospectus supplement will describe the
circumstances, whether voluntary or involuntary, under which the
equipment notes may be redeemed or purchased prior to the stated maturity
date thereof, in whole or in part, the premium, if any, applicable upon
certain redemptions or purchases and other terms applying to the
redemptions or purchases of such equipment notes.

Security

The leased aircraft equipment notes issued by an owner trust
will be secured by

- an assignment by the related owner trustee to the
related loan trustee of many of its rights under the
lease, including the right to receive payments of
rent thereunder,

. a mortgage in the aircraft granted to the related
loan trustee, subject to the rights of Northwest
under the lease or leases, and

. an assignment to the related loan trustee of certain
of the owner trustee's rights under the aircraft
purchase agreement between Northwest and the related
manufacturer.

Under the terms of each lease, Northwest's obligations in
respect of the aircraft leased to it will be those of a lessee under a
"net lease." Accordingly, Northwest will be obligated, among other things
and at its expense, to cause each leased aircraft to be duly registered,
to pay all costs of operating such aircraft and to maintain, service,
repair and overhaul (or cause to be maintained, serviced, repaired and
overhauled) the leased aircraft.

The assignment by an owner trustee to the related loan trustee
of its rights under a lease will exclude, among other things,

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- rights of the owner trustee and the related owner
participant relating to indemnification by Northwest
for certain matters,

. insurance proceeds payable to the owner trustee in
its individual capacity and to the owner participant
under liability insurance maintained by Northwest
pursuant to the lease or by the owner trustee or
owner participant,

. insurance proceeds payable to the owner trustee in
its individual capacity or to the owner participant
under certain casualty insurance maintained by the
owner trustee or owner participant pursuant to the
lease and

. any rights of the owner participant or owner trustee
to enforce payment of the foregoing amounts and
their respective rights to the proceeds of the
foregoing.

The owned aircraft equipment notes will be secured by

. a mortgage granted to the related loan trustee of
all of Northwest's right, title and interest in and
to the aircraft, and

. if so provided in the related prospectus supplement,
an assignment to the loan trustee of certain of
Northwest's rights under the aircraft purchase
agreement between Northwest and the related
manufacturer.

Under the terms of each equipment note indenture related to
owned aircraft equipment notes, Northwest will be obligated, among other
things and at its expense, to cause each owned aircraft to be duly
registered, to pay all costs of operating such aircraft and to maintain,
service, repair and overhaul (or cause to be maintained, serviced,
repaired and overhauled) such aircraft.

The prospectus supplement will specify the required insurance
coverage for the aircraft.

Northwest will be required, except under certain
circumstances, to keep each aircraft registered under the Federal
Aviation Act of 1958, as amended (the "Federal Aviation Act"), and to
record the equipment note indentures and the leases, if applicable, among
other documents, under the Federal Aviation Act. This recordation will
give the related loan trustee a perfected security interest in the
related aircraft whenever it is located in the United States or any of
its territories and possessions. The Convention on the International
Recognition of Rights in aircraft (the "Convention") provides that this
security interest will also be recognized, with certain limited
exceptions, in those jurisdictions that have ratified or adhere to the
Convention.

Northwest will have the right, subject to certain conditions,
at its own expense to register each aircraft in countries other than the
United States. Each aircraft may also be operated by Northwest or under

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lease, sublease or interchange arrangements in countries that are not
parties to the Convention. The extent to which the related loan trustee's
security interest would be recognized in an aircraft located in a country
that is not a party to the Convention, and the extent to which this
security interest would be recognized in a jurisdiction adhering to the
Convention if the aircraft is registered in a jurisdiction not a party to
the Convention, is uncertain. Moreover, in the case of an equipment note
indenture event of default, the ability of the related loan trustee to
realize upon its security interest in an aircraft could be adversely
affected as a legal or practical matter if the aircraft was registered or
located outside the United States.

Unless otherwise specified in the applicable prospectus
supplement, the equipment notes will not be cross-collateralized and
consequently the equipment notes issued in respect of any one aircraft
will not be secured by any other aircraft or, in the case of leased
aircraft equipment notes, the lease. Unless and until an indenture event
of default with respect to a leased aircraft equipment note has occurred
and is continuing, the related loan trustee may exercise only limited
rights of the related owner trustee under the related lease.

Funds, if any, held from time to time by the loan trustee,
will be invested and reinvested by the loan trustee. These investments
and reinvestments will be at the direction of Northwest in certain
investments described in the related equipment note indenture. These
investments will not be made at the direction of Northwest in the case of
a lease event of default or an equipment note indenture event of default,
as applicable. The net amount of any loss resulting from any investments
made at the direction of Northwest will be paid by Northwest.

Section 1110 of the Bankruptcy Code provides that the right of
lessors, conditional vendors and holders of security interests with
respect to "equipment" (as defined in Section 1110 of the Bankruptcy
Code) to take possession of this equipment in compliance with the
provisions of a lease, conditional sale contract or security agreement,
as the case may be, is not affected after 60 days after the filing of a
petition under Chapter 11 of the Bankruptcy Code by

. the automatic stay provision of the Bankruptcy Code,
which provision enjoins creditors' remedies except
with the court's approval,

. the provision of the Bankruptcy Code allowing the
trustee in reorganization to use property of the
debtor during the reorganization period,

. Section 1129 of the Bankruptcy Code, which governs
the confirmation of plans of reorganization in
Chapter 11 cases, and

. any power of the bankruptcy court to enjoin a
repossession.

Section 1110 provides that the right to take possession of an aircraft
may not be exercised for 60 days following the date of commencement of
the reorganization proceedings and may not be exercised at all after this
60-day period (or a longer period if consented to by the lessor,
conditional vendor or holder of a security interest), if the trustee in

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reorganization agrees to perform the debtor's obligations that become due
on or after such date and cures all existing defaults (other than
defaults resulting solely from the financial condition, bankruptcy,
insolvency or reorganization of the debtor, the appointment of a trustee
or custodian or the failure to satisfy any penalty rate or provision
relating to a default arising from any failure by the debtor to perform
nonmonetary obligations under the applicable agreement). "Equipment" is
defined in Section 1110 of the Bankruptcy Code, in part, as "an aircraft,
aircraft engine, propeller, appliance, or spare part (as defined in
section 40102 of title 49) that is subject to a security interest granted
by, leased to or conditionally sold to a debtor that is a citizen of the
United States (as defined in section 40102 of title 49) holding an air
carrier operating certificate issued by the Secretary of Transportation
pursuant to chapter 47 of title 49 for aircraft capable of carrying 10 or
more individuals or 6,000 pounds or more of cargo."

Section 1110 does not prevent the trustee or
debtor-in-possession from rejecting a lease or demanding a renegotiation
of a lease as a condition to not rejecting the lease. In addition, if
more than one aircraft are leased pursuant to a master lease and
accompanying lease supplement, the applicability of Section 1110 would be
determined on an aircraft-by-aircraft basis. Assuming Section 1110 is
applicable to all aircraft subject to a master lease, Section 1110 does
not prevent the trustee or debtor-in-possession from complying with the
provisions of Section 1110 with respect to some lease supplements, and
thereby retaining possession of the related aircraft, and not complying
with the provisions of Section 1110 with respect to other lease
supplements, and thereby enabling a repossession of other aircraft.

In connection with any issuance of pass through certificates
under this prospectus and the applicable prospectus supplement, Northwest
will receive an opinion from its counsel to the effect that

. with respect to any aircraft leased to Northwest,
the related owner trustee, as lessor under the
lease, and the related loan trustee, as assignee of
the owner trustee's rights under the lease pursuant
to the related equipment note indenture, would be
entitled to the benefits of Section 1110 of the
Bankruptcy Code with respect to the aircraft
initially delivered under the lease and subjected to
the related equipment note indenture or

. with respect to any aircraft which is owned by
Northwest, the loan trustee under the related
equipment note indenture would be entitled to the
benefits of Section 1110 of the Bankruptcy Code with
respect to the aircraft initially subjected to the
related equipment note indenture.

These opinions will not address the possible replacement of an
aircraft after an event of loss (as defined in the equipment note
indenture) in the future.

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Ranking of Equipment Notes

Some of the equipment notes related to one or more aircraft,
as described in the related prospectus supplement, may be subordinated
and junior in right of payment to other equipment notes related to the
same aircraft. The terms of the subordination, if any, will be described
in the related prospectus supplement.

Payments and Limitation of Liability

Each leased aircraft will be leased by the related owner
trustee to Northwest for a term which commences on the delivery date of
the aircraft to the owner trustee and expires on a date not earlier than
the latest maturity date of the related equipment notes, unless
previously terminated as permitted by the terms of the related lease. The
basic rent and other payments under each lease will be payable by
Northwest in accordance with the terms specified in the applicable
prospectus supplement, and will be assigned by the owner trustee under
the related equipment note indenture to the related loan trustee to
provide the funds necessary to pay principal of, premium, if any, and
interest due from the owner trustee on the related equipment notes. In
certain cases, the basic rent payments under a lease may be adjusted, but
each lease will provide that under no circumstances will rent payments by
Northwest be less than the scheduled payments on the related equipment
notes. The balance of any basic rent payment under a lease, after payment
of amounts due on the related equipment notes, will be paid over to the
applicable owner participant.

None of the owner trustees, the owner participants or the loan
trustees will be personally liable for amounts payable under the leased
aircraft equipment notes issued by an owner trust. Except as provided in
the equipment note indenture related to any leased aircraft equipment
notes, neither the owner trustees nor the loan trustees will be
personally liable for any amount payable under these equipment note
indentures. Additionally, except as otherwise provided in the related
equipment note indenture, no owner trustee will be personally liable for
any statements, representations, warranties, agreements or obligations
under the equipment note indentures or under the leased aircraft
equipment notes except for its own willful misconduct or gross
negligence. None of the owner participants will have any duty or
responsibility under the equipment note indentures or under the leased
aircraft equipment note to the related loan trustee or to any holder of
any leased aircraft equipment note.

Except in the circumstances referred to above, all amounts
payable under any equipment notes issued by an owner trust in connection
with the lease of aircraft to Northwest, other than payments made in
connection with an optional redemption or purchase by the related owner
trustee or the related owner participant, will be made only from

. the assets subject to the lien of the related
equipment note indenture or the income and proceeds
received by the related loan trustee therefrom,
including rent payable by Northwest under the
related lease) and

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. if so provided in the related prospectus supplement,
the applicable liquidity facility.

Defeasance of the Indentures and the Equipment Notes in Certain
Circumstances

Unless otherwise specified in the applicable prospectus
supplement, each equipment note indenture provide that the obligations of
the loan trustee, the owner trustee or Northwest, as applicable, under
that applicable equipment note indenture will be deemed to have been
discharged and paid in full (except for certain obligations, including
the obligations to register the transfer or exchange of equipment notes,
to maintain paying agencies and to hold money for payment in trust) on
the 91st day after the irrevocable deposit with the loan trustee of money
or certain obligations of the United States which will provide money in
an aggregate amount sufficient to pay when due principal of, premium, if
any, and interest on all related equipment notes in accordance with their
terms. A discharge may occur only if, among other things, there has been
published by the Internal Revenue Service a ruling to the effect that
holders of the related equipment notes will not recognize income, gain or
loss for federal income tax purposes as a result of the deposit,
defeasance and discharge and will be subject to federal income tax on the
same amount and in the same manner and at the same time as would have
been the case if the deposit, defeasance and discharge had not occurred.

Upon

- a defeasance,

- payment in full of the principal of, premium, if any, and
interest on all equipment notes issued under an equipment
note indenture on the maturity date or

- deposit with the loan trustee no earlier than one year
prior to the maturity date of money sufficient for
payment in full of the principal of, premium, if any, and
interest on all equipment notes issued under an equipment
note indenture on the maturity date,

the holders of these equipment notes will have no beneficial interest in
or other rights with respect to the related aircraft or other assets
subject to the lien of the equipment note indenture and the lien will
terminate.

Assumption of Lease Obligations by Northwest

Unless otherwise specified in the applicable prospectus
supplement, upon the exercise by Northwest of any purchase options it may
have under a lease prior to the end of the term of that lease, Northwest
may assume on a full recourse basis all of the obligations of the owner
trustee (other than its obligations in its individual capacity) under the
related equipment note indenture, including the obligations to make
payments in respect of the equipment notes. In this event, certain
relevant provisions of the lease, including provisions relating to
maintenance, possession and use of the related aircraft, liens, insurance
and events of default, will be incorporated into the assumed equipment
note indenture, and the equipment notes issued under the assumed

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equipment note indenture will not be redeemed and will continue to be
secured by such aircraft.

Liquidity Facility

The related prospectus supplement may provide that one or more
payments of interest on the related equipment notes of one or more series
or classes or distributions made by the pass through trustee of the
related pass through trust will be supported by a liquidity facility.
The provider of the liquidity facility will be identified in the related
prospectus supplement. Unless otherwise provided in the related
prospectus supplement, the provider of the liquidity facility will have a
senior claim upon the assets securing the equipment notes.

Intercreditor Issues

Equipment notes may be issued in different classes or series,
which means that the equipment notes may have different payment
priorities even though they are issued by the same issuer and relate to
the same aircraft. In this event, the related prospectus supplement will
describe the priority of distributions among the equipment notes and any
liquidity facilities, the ability of any class or series to exercise
and/or enforce any remedies with respect to the related aircraft and, if
applicable, the related lease, and certain other intercreditor terms and
provisions.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

General

The following discussion represents the opinion of Cadwalader,
Wickersham & Taft as to the principal U.S. federal income tax
consequences to pass through certificateholders of the purchase,
ownership and disposition of the pass through certificates. Except as
otherwise specified, the discussion is addressed to beneficial owners of
pass through certificates ("U.S. Certificateholders") that are citizens
or residents of the United States, corporations, partnerships or other
entities created or organized in or under the laws of the United States
or any State, estates the income of which is subject to U.S. federal
income taxation regardless of its source or, generally, trusts if a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more of the foregoing persons
have the authority to control all substantial decisions of such trust
("U.S. Persons") that will hold the pass through certificates as capital
assets. This discussion does not address the tax treatment of U.S.
Certificateholders that may be subject to special tax rules, such as
banks, insurance companies, dealers in securities or commodities,
tax-exempt entities, holders that will hold pass through certificates as
part of a straddle or holders that have a "functional currency" other
than the U.S. Dollar, nor does it address the tax treatment of U.S.
Certificateholders that do not acquire pass through certificates as part
of the initial offering. This discussion does not describe any tax
consequences arising under the laws of any State, locality or taxing
jurisdiction other than the United States.

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This discussion is based upon the tax laws of the United
States as in effect on the date of this prospectus, as well as judicial
and administrative interpretations thereof (in final or proposed form)
available on or before such date. All of the foregoing are subject to
change or differing interpretations, which could apply retroactively.
Prospective investors should note that no rulings have been or will be
sought from the Internal Revenue Service (the "IRS") with respect to any
of the federal income tax consequences discussed below, and no assurance
can be given the IRS will not take contrary positions. Prospective
investors should consult their own tax advisors with respect to the
federal, state, local and foreign tax consequences of the purchase,
ownership and disposition of the pass through certificates.

Tax Status of the Pass Through Trusts

In the opinion of Cadwalader, Wickersham & Taft, special
counsel to Northwest, each pass through trust will not be classified as
an association or a publicly traded partnership taxable as a corporation
for U.S. federal income tax purposes and will not be subject to federal
income tax. Each pass through trust will file federal income tax returns
and report to investors on the basis that it is a grantor trust under
Subpart E, Part I of Subchapter J of the Code. If a pass through trust
were treated as a partnership for U.S. federal income tax purposes rather
than as a grantor trust, in the opinion of Cadwalader, Wickersham & Taft,
the consequences to U.S. Certificateholders and, to the extent described
below, Non-U.S. Certificateholders, would not be materially different.
The remainder of this discussion describes the consequences of the
treatment as a grantor trust. Pass through certificateholders who are not
U.S. Persons should consult their own tax advisors as to the suitability
to them of an investment in the pass through certificates.

Taxation of Certificateholders Generally

A U.S. Certificateholder will be treated as owning its pro
rata undivided interest in each of the equipment notes and any other
property held by the related pass through trust. Accordingly, each U.S.
Certificateholder's share of interest paid on the equipment notes will be
taxable as ordinary income, as it is paid or accrued, in accordance with
such owner's method of accounting for U.S. federal income tax purposes
and a U.S. Certificateholder's share of premium, if any, paid on the
equipment notes will be treated as capital gain. Any amounts received by
a pass through trust from drawings under a liquidity facility will be
treated for U.S. federal income tax purposes as having the same
characteristics as the payments they replace.

Each U.S. Certificateholder will be entitled to deduct,
consistent with its method of accounting, its pro rata share of fees and
expenses paid or incurred by the corresponding pass through trust as
provided in Section 162 or 212 of the Code. Certain fees and expenses,
including fees paid to the pass through trustee and the liquidity
facility provider, will be borne by parties other than the pass through
certificateholders. It is possible that such fees and expenses will be
treated as constructively received by the pass through trust, in which
event a U.S. Certificateholder will be required to include in income and
will be entitled to deduct its pro rata share of such fees and expenses.
If a U.S. Certificateholder is an individual, estate or trust, the

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deduction for such holder's share of such fees or expenses will be
allowed only to the extent that all of such holder's miscellaneous
itemized deductions, including such holder's share of such fees and
expenses, exceed 2% of such holder's adjusted gross income. In addition,
in the case of U.S. Certificateholders who are individuals, certain
otherwise allowable itemized deductions will be subject generally to
additional limitations on itemized deductions under the applicable
provisions of the Code.

Effect of Subordination of Subordinated Certificateholders

If any pass through trust with respect to a series or class
which is subordinated with respect to other pass through trusts of the
same series or class (such pass through trusts being the "Subordinated
Trusts" and the related pass through certificates being the "Subordinated
Certificates") receives less than the full amount of the receipts of
principal or interest paid with respect to the equipment notes held by it
(any shortfall in such receipts being the "Shortfall Amounts") because of
the subordination of the equipment notes held by that pass through trust
under an intercreditor agreement, the corresponding owners of beneficial
interests in the Subordinated Certificates (the "Subordinated
Certificateholders") would probably be treated for federal income tax
purposes as if they had (1) received as distributions their full share of
such receipts, (2) paid over to the relevant preferred class of pass
through certificateholders an amount equal to their share of such
Shortfall Amount, and (3) retained the right to reimbursement of such
amounts to the extent of future amounts payable to such Subordinated
Certificateholders with respect to such Shortfall Amount.

Under this analysis,

- Subordinated Certificateholders incurring a Shortfall
Amount would be required to include as current income any
interest or other income of the corresponding
Subordinated Trust that was a component of the Shortfall
Amount, even though such amount was in fact paid to the
relevant preferred class of pass through
certificateholders,

- a loss would only be allowed to the Subordinated
Certificateholders when their right to receive
reimbursement of the Shortfall Amount became worthless
(i.e., when it becomes clear that funds will not be
available from any source to reimburse such loss), and

- reimbursement of the Shortfall Amount prior to a claim of
worthlessness would not be taxable income to Subordinated
Certificateholders because the reimbursed amount was
previously included in income.

These results should not significantly affect the inclusion of income for
Subordinated Certificateholders on the accrual method of accounting, but
could accelerate inclusion of income to Subordinated Certificateholders
on the cash method of accounting by, in effect, placing them on the
accrual method.

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Original Issue Discount

The equipment notes may be issued with original issue discount
("OID"), which may require U.S. Certificateholders to include the OID in
gross income in advance of the receipt or accrual of the stated interest
on the equipment notes. The prospectus supplement will state whether any
equipment notes to be held by the related pass through trust will be
issued with OID. Generally, a holder of a debt instrument issued with
original issue discount that is not de minimis must include the original
issue discount in income for federal income tax purposes as it accrues,
in advance of the receipt of the cash attributable to such income, under
a method that takes into account the compounding of interest.

Market Discount

Generally, the term "market discount" means the excess of the
remaining principal amount of a pass through certificate over the
holder's tax basis in that pass through certificate immediately after its
acquisition, subject to a de minimis exception.

A holder who acquires a pass through certificate at a market
discount will be required to treat any gain realized on the disposition
of this pass through certificate, except in certain nonrecognition
transactions, as ordinary income to the extent of the market discount
that accrued during the period that the holder held the pass through
certificate. Further, a disposition of a pass through certificate by gift
(and in certain other circumstances) could result in the recognition of
market discount income, computed as if the pass through certificate had
been sold for its fair market value.

In the case of a partial principal payment on indebtedness
subject to the market discount rules, Section 1276 of the Code requires
that the partial payment be included in gross income as ordinary income
to the extent it does not exceed the market discount that has accrued
during the period the indebtedness was held. The amount of any accrued
market discount later required to be included in income upon a
disposition, or subsequent partial principal payment, will be reduced by
the amount of accrued market discount previously included in income.

Until Treasury regulations are issued, the explanatory
Conference Committee Report to the Tax Reform Act of 1986 (the
"Conference Report") indicates that holders of installment obligations,
such as the equipment notes, with market discount may elect to accrue
market discount either

- on the basis of a constant interest rate or

- in the ratio to the total amount of remaining market
discount that the amount of stated interest paid in the
accrual period bears to the total amount of stated
interest remaining to be paid on the installment
obligation as of the beginning of such period.

Under Section 1277 of the Code, if in any taxable year
interest paid or accrued on indebtedness incurred or continued to
purchase or carry indebtedness subject to the market discount rules
exceeds the interest currently includable in income with respect to this
indebtedness, deduction of the excess interest must be deferred to the

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extent of the market discount allocable to the taxable year. The deferred
portion of any interest expense will generally be deductible when such
market discount is included in income upon the sale or other disposition
(including repayment) of the indebtedness.

A holder of a pass through certificate acquired at a market
discount may elect under Section 1278 of the Code, in the manner provided
by Revenue Procedure 92-67, 1992-34 I.R.B. 6, to include such discount in
income as it accrues. The current inclusion election applies to all
market discount obligations acquired on or after the first day to which
the election applies, and may not be revoked without the consent of the
IRS. If a holder of a pass through certificate elects to include market
discount in income as it accrues, the foregoing rules of Section 1276 and
1277 of the Code with respect to the recognition of ordinary income on a
sale or other disposition of such pass through certificate and the
deferral of interest deductions on indebtedness related to such pass
through certificate would not apply.

The IRS is authorized to issue regulations to implement the
market discount provisions of the Code. No regulations have been issued
or proposed. It is impossible to anticipate what effect, if any,
regulations could have on the pass through certificateholders.

Amortizable Bond Premium

A U.S. Certificateholder should generally be considered to
have acquired an interest in an equipment note at a premium to the extent
the purchaser's tax basis allocable to its interest exceeds the remaining
principal amount of the equipment note allocable to its interest. In that
event, a U.S. Certificateholder who holds a pass through certificate as a
capital asset may elect to amortize that premium as an offset to interest
income under Section 171 of the Code with corresponding reductions in the
U.S. Certificateholder's tax basis in its pass through certificate. In
the case of installment obligations (such as the equipment notes), the
Conference Report indicates a Congressional intent that amortization will
be in accordance with the same rules that will apply to the accrual of
market discount on installment obligations (see discussion above).

Under certain circumstances, amortizable bond premium may be
determined by reference to any early call date. It is unclear how the
amortizable bond premium rules apply where, as in the case with the
equipment notes, the amount of redemption premium payable on an early
call date is unknown. In addition, the treatment of any unamortized bond
premium remaining at the time of an early call is unclear. The U.S.
Certificateholders are urged to consult their own tax advisors as to the
treatment of any amortizable bond premiums.

Sale or Other Disposition of the Certificates

Upon the sale, exchange or other disposition of a pass through
certificate, a U.S. Certificateholder will recognize gain or loss equal
to the difference between the amount realized on the disposition (other
than any amount attributable to accrued interest which will be taxable as
ordinary income) and the U.S. Certificateholder's adjusted tax basis in
the related equipment notes and any other assets held by the
corresponding pass through trust. A U.S. Certificateholder's adjusted tax
basis will equal the holder's cost for its pass through certificate, plus

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<PAGE>

any accrued OID or market discount previously included in income or less
any amortized bond premium or any previously recognized losses or prior
principal payments. Any gain or loss generally will be capital gain or
loss (other than accrued market discount not previously included in
income) if the pass through certificate was held as a capital asset.

Foreign Certificateholders

Subject to the discussion of backup withholding below,
payments of principal and interest (including OID) on the equipment notes
to, or on behalf of, any beneficial owner of a pass through certificate
that is not a U.S. Person (a "Non-U.S. Certificateholder") will not be
subject to U.S. federal withholding tax; provided, in the case of
interest, that

. such Non-U.S. Certificateholder does not actually or
constructively own 10% or more of the total combined
voting power of all classes of the stock of any
owner participant (in the case of leased aircraft
equipment notes) or of Northwest (in the case of
owned aircraft equipment notes),

. such Non-U.S. Certificateholder is not a controlled
foreign corporation for U.S. tax purposes that is
related to an owner participant (in the case of
leased aircraft equipment notes) or of Northwest (in
the case of owned aircraft equipment notes), and

. either (A) the Non-U.S. Certificateholder certifies,
under penalties of perjury, that it is not a U.S.
Person and provides its name and address or (B) a
securities clearing organization, bank or other
financial institution that holds customers'
securities in the ordinary course of its trade or
business (a "financial institution") and holds the
pass through certificate certifies, under penalties
of perjury, that such statement has been received
from the Non-U.S. Certificateholder by it or by
another financial institution and furnishes the
payor with a copy thereof.

Any capital gain realized upon the sale, exchange, retirement
or other disposition of a pass through certificate or upon receipt of
premium paid on an equipment note by a Non-U.S. Certificateholder will
not be subject to U.S. federal income or withholding taxes if

. such gain is not effectively connected with a U.S.
trade or business of the holder and

. in the case of an individual, the Non-U.S.
Certificateholder is not present in the United
States for 183 days or more in the taxable year of
the sale, exchange, retirement or other disposition
or receipt.

Any interest or gain described in the two preceding paragraphs
will be subject to U.S. federal income tax and return filing requirements

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if it is effectively connected with the conduct of a U.S. trade or
business by a Non-U.S. Certificateholder.

Backup Withholding

In general, information reporting requirements will apply to
certain payments within the United States of principal, interest, OID and
premium on the pass through certificates, and to payments of the proceeds
of certain sales of pass through certificates made to U.S.
Certificateholders other than certain exempt recipients (such as
corporations). A 31% "backup withholding" tax may apply to such payments
if the holder fails or has failed to provide an accurate taxpayer
identification number or otherwise establish an exemption or fails to
report in full interest income. With respect to Non-U.S.
Certificateholders, payments made on a pass through certificate and
proceeds from the sale of a pass through certificate owned by a Non-U.S.
Certificateholder will generally not be subject to such information
reporting requirements or backup withholding tax if such Non-U.S.
Certificateholder provides the applicable statement as to its non-U.S.
status or otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts
withheld under the backup withholding rules will be allowed as a refund
or credit against the holder's U.S. federal income tax liability, if any,
provided the required information is furnished to the IRS.

The Treasury Department recently issued final Treasury
Regulations (the "Final Regulations") governing withholding, backup
withholding and information reporting requirements. The Final Regulations
do not significantly alter the substantive withholding and information
reporting requirements discussed herein; they unify current certification
procedures and forms and clarify reliance standards. The Final
Regulations will generally become effective for payments made after
December 31, 2000.

ERISA CONSIDERATIONS

Unless otherwise indicated in the applicable prospectus
supplement, the pass through certificates may, subject to certain legal
restrictions, be purchased and held by an employee benefit plan (a
"Plan") subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or an individual retirement account or an
employee benefit plan subject to section 4975 of the Code. A fiduciary of
a Plan must determine that the purchase and holding of a pass through
certificate is consistent with its fiduciary duties under ERISA and does
not result in a non-exempt prohibited transaction as defined in section
406 of ERISA or section 4975 of the Code. Employee benefit plans which
are governmental plans (as defined in section 3(32) of ERISA) and certain
church plans (as defined in section 3(33) of ERISA) are not subject to
Title I of ERISA or section 4975 of the Code. The pass through

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<PAGE>

certificates may, subject to certain legal restrictions, be purchased and
held by such plans.

PLAN OF DISTRIBUTION

Northwest may sell the offered securities in one or more of
the following ways from time to time:

. by or through underwriters,

. by itself directly to investors or other persons,

. through dealers or agents or

. through a combination of any of these methods of
sale.

The offered securities may be sold

. at a fixed price or prices, which may be changed,

. from time to time at market prices prevailing at the
time of sale,

. at prices related to those market prices, or

. at negotiated prices.

The prospectus supplement relating to an offering of offered
securities will set forth the terms of that offering, including:

. the name or names of any underwriters, dealers or
agents involved in the offer and sale of the offered
securities,

. the purchase price of the offered securities and the
proceeds to Northwest from the sale,

. any delayed delivery arrangements,
. the initial public offering price, and

. any securities exchanges on which the offered
securities may be listed.

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<PAGE>

and those dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions,
which may be changed from time to time, from the purchasers for whom they
may act as agent.

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If Northwest uses an underwriter or underwriters in the sale
of any offered securities, the applicable prospectus supplement will
contain a statement as to the underwriters' intention, if any, at the
date of the prospectus supplement to make a market in the offered
securities. No assurances can be given that there will be a market for
the offered securities.

LEGAL OPINIONS

Unless the applicable prospectus supplement indicates
otherwise, the validity of the pass through certificates and NWA Corp.'s
guarantee will be passed upon for Northwest and NWA Corp. by Simpson
Thacher & Bartlett, New York, New York. In rendering that opinion,
Simpson Thacher & Bartlett will be relying as to matters of Minnesota law
on an opinion from the Office of the General Counsel of NWA Corp. and
Northwest. Unless the applicable prospectus supplement indicates
otherwise, Simpson Thacher & Bartlett will rely on the opinion of counsel
for the pass through trustee as to certain matters relating to the
authorization, execution and delivery of such pass through certificates
by, and the valid and binding effect thereof on, such pass through
trustee. Certain federal income tax matters will be passed upon by
Cadwalader, Wickersham & Taft, New York, New York, special tax counsel to
Northwest.

EXPERTS

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The estimated expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions, are set forth in the following table.
<TABLE>

<S> <C>

Securities and Exchange Commission fee . . . . . . . $ 259,957
Printing and engraving expenses . . . . . . . . . . . 600,000<F*>
Accountants' fees and expenses . . . . . . . . . . . 100,000<F*>
Legal fees and expenses . . . . . . . . . . . . . . . 1,300,000<F*>
Blue Sky fees and expenses . . . . . . . . . . . . . 60,000<F*>
Pass Through Trustees' fees and expenses . . . . . . 40,000<F*>
Rating Agency fees . . . . . . . . . . . . . . . . . 500,000<F*>
Miscellaneous . . . . . . . . . . . . . . . . . . . . 240,143<F*>
----------
Total . . . . . . . . . . . . . . . . . . . . . . . $3,100,000<F*>
==========

_________
<FN>
* Estimated and subject to future contingencies.

</TABLE>

Item 15. Indemnification of Directors and Officers

Section 302A.521 of the Minnesota Business Corporation Act
(the "Minnesota Law") requires a Minnesota corporation to indemnify a
person made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person against judgments,
penalties, fines and reasonable expenses (including attorneys' fees),
provided that the person has not otherwise been indemnified, was acting
in good faith, received no improper personal benefit as a result of the
conduct in question, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful and, depending upon
the capacity in which such person was acting, believed that the conduct
was in the best interests of the corporation or was not considered to be
opposed to the best interests of the corporation. Under the Minnesota
Law, the termination of a proceeding by judgment, order, settlement,
conviction or upon a pleading of nolo contendere or its equivalent does
not, of itself, establish that a person is not eligible for
indemnification. Minnesota corporations are permitted to include
provisions in their bylaws or articles of incorporation that prohibit or
limit indemnification otherwise required by the Minnesota law.

Section 4.01 of Northwest Airlines, Inc.'s ("Northwest")
amended and restated bylaws (filed as Exhibit 4(o)) requires Northwest to
indemnify any persons, including officers and directors as permitted by
Section 302A.521 of the Minnesota Law.

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Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Law") empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to
any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation), by reason of the fact
that such person is or was an officer, director, employee or agent of
such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided that
such officer, director, employee or agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.

In accordance with Section 102(b)(7) of the Delaware Law, the
Restated Certificate of Incorporation of Northwest Airlines Corporation
("NWA Corp.") provides that the directors of NWA Corp. shall not be
personally liable to NWA Corp. or its stockholders for monetary damages
for violations of their fiduciary duty.

Article VIII of the bylaws, as amended and restated, of NWA
Corp. (filed as Exhibit 4(m)) provides for indemnification of the
officers and directors of NWA Corp. to the full extent permitted by
applicable law.

Item 16. Exhibits

The following Exhibits are filed as part of this Registration
Statement:

Exhibit 1(a) Form of Underwriting Agreement for debt securities
or warrants to Purchase debt securities of Northwest
(filed as Exhibit 1(a) to Registration Statement on
Forms-3 (File No. 333-79215, and hereinafter,
"Registration Statement No. 33-79125") No. 33-79215
and incorporated herein by reference).
Exhibit 1(b) Form of Underwriting Agreement for Pass Through
Certificates of Northwest (filed as Exhibit 1(b) to
Registration No. 333-79215 and incorporated herein
by reference).
Exhibit 4(a) Senior debt securities Indenture, dated as of March
1, 1997, among Northwest, Old NWA Corp. and State
Street Bank and Trust Company ("State Street"), as
Trustee, relating to the Senior debt securities of

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<PAGE>

Northwest, as supplemented by Supplemental
Indenture, dated as of November 20, 1998, among NWA
Corp., Old NWA Corp., Northwest, and State Street,
as Trustee, and Second Supplemental Indenture, dated
as of February 25, 1999, among NWA Corp., Old NWA
Corp., Northwest and State Street, as Trustee (filed
as Exhibit 4(a) to Registration Statement No.
333-79215 and incorporated herein by reference).

Exhibit 4(b) Form of subordinated debt securities Indenture among
Northwest, NWA Corp. and State Street, as Trustee,
relating to the subordinated debt securities of
Northwest (filed as Exhibit 4(b) to Registration
Statement No. 333-79215 and incorporated herein by
reference).
Exhibit 4(c) Form of senior debt securities of Northwest (filed
as Exhibit 4(c) to Registration Statement No. 333-
79215 and incorporated herein by reference).
Exhibit 4(d) Form of subordinated debt securities of Northwest
(filed as Exhibit 4(d) to Registration Statement No.
333-79215 and incorporated herein by reference).
Exhibit 4(e) Form of warrant Agreement for warrants to Purchase
debt securities of Northwest that are Sold Attached
to debt securities of Northwest (filed as Exhibit
4(e) to Registration Statement No. 333-79215 and
incorporated herein by reference).
Exhibit 4(f) Form of warrant to Purchase debt securities of
Northwest that are Sold Attached to debt securities
of Northwest (included as part of Exhibit 4(e)).
Exhibit 4(g) Form of warrant Agreement for warrants to Purchase
debt securities of Northwest that are Sold Alone
(filed as Exhibit 4(g) to Registration Statement No.
333-79215 and incorporated herein by reference).
Exhibit 4(h) Form of warrant to Purchase debt securities of
Northwest that are Sold Alone (included as part of
Exhibit 4(g)).
Exhibit 4(i) Pass Through Trust Agreement dated June 3, 1999
among NWA Corp., Northwest and State Street, Bank
and Trust Company of Connecticut, National
Association ("State Street Connecticut") as Trustee,
relating to Pass Through Certificates of Northwest
(filed as Exhibit 4(i) to Registration No. 333-79215
and incorporated herein by reference).
Exhibit 4(j) Form of Pass Through Certificate included in Exhibit
4(i).
Exhibit 4(k) Form of Bond (filed as Exhibit 4.3 to NWA Corp's
Quarterly Report on Form 10-Q for the three months
ended September 30, 1999 and incorporated herein by
reference).

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<PAGE>

Exhibit 4(l) Restated Certificate of Incorporation of NWA Corp.
(filed as Exhibit 4.1 to NWA Corp.'s Registration
Statement on Form S-3 File No. 333-69635) and
incorporated herein by reference).
Exhibit 4(m) Amended and Restated By-Laws of NWA Corp. (filed as
Exhibit 4.1 to NWA Corp.'s Quarterly Report on Form
10-Q for the three months ended March 31, 1999
(hereinafter "1999 First 10-Q") and incorporated
herein by reference).
Exhibit 4(n) Restated Certificate of Incorporation of Northwest
(filed as Exhibit 4(s) to Registration Statement No.
333-74772 and incorporated herein by reference).
Exhibit 4(o) Amended and Restated Bylaws of Northwest (filed as
Exhibit 4.2 to the 1999 First 10-Q and incorporated
herein by reference).
Exhibit 4(p) Certificate of Designation of Series C Preferred
Stock of NWA Corp. (included in Exhibit 4(l)).
Exhibit 4(q) Certificate of Designation of Series D Junior
Participating Preferred Stock of NWA Corp. (included
in Exhibit 4(l)).
Exhibit 4(r) The Registrants hereby agree 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.
Exhibit 5(a)* Opinion of Simpson Thacher & Bartlett as to the legality
of the Securities.
Exhibit 5(b)* Opinion of Douglas M. Steenland, Esq. as to the legality
of the Securities.
Exhibit 8* Tax Opinion of Cadwalader, Wickersham & Taft
relating to Pass Through Certificates.
Exhibit 23(a)* Consent of Ernst & Young LLP.
Exhibit 23(b) Consent of Simpson Thacher & Bartlett (included as part
of Exhibit 5).
Exhibit 23(c) Consent of Cadwalader, Wickersham & Taft (included as
part of Exhibit 8).
Exhibit 24 Powers of Attorney (included in signature pages
of this Registration Statement).
Exhibit 25(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture
Act"), of State Street, as Trustee under the Senior Debt
Securities Indenture of Northwest and NWA Corp. (filed as
Exhibit 25.1 to NWA Corp.'s Current Report on Form 8-K,
dated March 6, 1997, and incorporated herein by
reference).

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Exhibit 25(b) Form T-1 Statement of Eligibility under the Trust
Indenture Act of State Street, as Trustee under the
Subordinated Debt Securities Indenture of Northwest and
NWA Corp. (filed as Exhibit 25(b) to Registration
Statement No. 333-13307 and incorporated herein by
reference).

Exhibit 25(c) Form T-1 Statement of Eligibility under the Trust
Indenture Act of State Street Connecticut, as Trustee
under the Pass Through Trust Agreement of Northwest and
NWA Corp (filed as Exhibit 25(c) to Registration
Statement No. 333-79215 and incorporated herein by
reference).
Exhibit 99(a) Trustee Parent Guarantee of State Street in favor of
State Street Connecticut in connection with the Pass
Through Trust Agreement of Northwest and NWA Corp. (filed
as Exhibit 99(a) to Registration No. 333-79215 and
incorporated herein by reference).

__________

* Filed herewith.

Item 17. Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and

(iii) To include any material information with
respect to the plan of distribution not previously disclosed

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<PAGE>

in the Registration Statement or any material change to such
information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by NWA Corp. pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

(b) Each of the undersigned registrants hereby
undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of NWA Corp.'s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) Each of the undersigned registrants hereby undertakes if
securities are to be offered pursuant to competitive bidding: (1) to use
its best efforts to distribute prior to the opening of bids, to
prospective bidders, underwriters and dealers, a reasonable number of
copies of a prospectus which at that time meets the requirements of
section 10(a) of the Securities Act of 1933, and relating to the
securities offered at competitive bidding, as contained in this
Registration Statement, together with any supplements thereto, and (2) to
file an amendment to this Registration Statement reflecting the results
of bidding, the terms of the reoffering and related matters to the extent
required by the applicable form, not later than the first use, authorized
by the issuer after the opening of bids, of a prospectus relating to the
securities offered at competitive bidding, unless no further public
offering of such securities by the issuer and no reoffering of such
securities by purchasers is proposed to be made.

(d) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing
provisions, or otherwise, the registrants have been advised that in the
opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by a registrant of expenses incurred

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or paid by a director, officer or controlling person of such registrant
in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the applicable registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

(e) Each of the undersigned registrants hereby undertakes to
file an application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Trust Indenture

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of
1933, Northwest Airlines, Inc. has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Eagan, State of Minnesota, on
September 22, 2000.

NORTHWEST AIRLINES, INC.

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

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<PAGE>

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signature Title Date
---------- ------ -----
<S> <C> <C>

_______*___________ President, Chief Executive Officer and Director September 27 2000
John H. Dasburg (Principal Executive Officer)

_______*___________ Executive Vice President and Chief Financial Officer September 27, 2000
Mickey P. Foret (Principal Financial Officer)

________*________ Senior Vice President and Controller (Principal September 27, 2000
Hiram A. Cox Accounting Officer)

________*________ Chairman of the Board of Directors September 27, 2000
Gary L. Wilson

________*________ Director September 27, 2000
Ray W. Benning, Jr.

________*________ Director September 27, 2000
Richard C. Blum

________*________ Director September 27, 2000
Elaine L. Chao

________*________ Director September 27, 2000
Alfred A. Checchi

_________________ Director September __, 2000
James G. Coulter

_______ *________ Director September 27, 2000
Doris Kearns Goodwin

_______ *________ Director September 27, 2000
Dennis F. Hightower

_______ *________ Director September 27, 2000
George J. Kourpias

_______ *________ Director September 27, 2000
Frederic V. Malek

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<PAGE>

________*________ Director September 27, 2000
Walter F. Mondale

________*________ Director September 27, 2000
V. A. Ravindran

________*________ Director September 27, 2000
Michael G. Ristow

_______________ Director September __, 2000
Leo M. van Wijk

</TABLE>

*By: /s/ DOUGLAS M. STEENLAND
-------------------------------
Douglas M. Steenland
ATTORNEY-IN-FACT

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
Northwest Airlines Corporation has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Eagan, State of Minnesota, on
September 22, 2000.

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

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

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<PAGE>

Signature Title Date

________*________
John H. Dasburg President, Chief Executive September 27, 2000
Officer and Director (Principal
Executive Officer)

_______*________
Mickey P. Foret Executive Vice President and September 27, 2000
Chief Financial Officer
(Principal Financial Officer)

________*________
Hiram A. Cox Senior Vice President and September 27, 2000
Controller (Principal
Accounting Officer)

________*________
Gary L. Wilson Chairman of the Board of September 27, 2000
Directors

________*________ Director September 27, 2000
Ray W. Benning, Jr.

________*________
Richard C. Blum Director September 27, 2000

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________*________
Elaine L. Chao Director September 27, 2000

________*_________
Alfred A. Checchi Director September 27, 2000

__________________
James G. Coulter Director September __, 2000

________*_________
Doris Kearns Goodwin Director September 27, 2000

________*_________
Dennis F. Hightower Director September 27, 2000

________*_________
George J. Kourpias Director September 27, 2000

_______*__________
Frederic V. Malek Director September 27, 2000

_______*__________
Walter F. Mondale Director September 27, 2000

_______*__________
V. A. Ravindran Director September 27, 2000

_________*________
Michael G. Ristow Director September 27, 2000

__________________
Leo M. van Wijk Director September __, 2000

<PAGE>

*By: /s/ DOUGLAS M. STEENLAND
---------------------------
Douglas M. Steenland
ATTORNEY-IN-FACT

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<PAGE>

EXHIBIT INDEX

Exhibit
Number Description

Exhibit 1(b) Form of Underwriting Agreement for Pass Through
Certificates of Northwest (filed as Exhibit
1(b) to Registration No. 333-79215 and
incorporated herein by reference).

Exhibit 4(a) Senior Debt Securities Indenture, dated as of
March 1, 1997, among Northwest, Old NWA Corp.
and State Street Bank and Trust Company ("State
Street"), as Trustee, relating to the Senior
debt securities of Northwest, as supplemented
by Supplemental Indenture, dated as of November
20, 1998, among NWA Corp., Old NWA Corp.,
Northwest, and State Street, as Trustee, and
Second Supplemental Indenture, dated as of
February 25, 1999, among NWA Corp., Old NWA
Corp., Northwest and State Street, as Trustee
(filed as Exhibit 4(a) to Registration
Statement No. 333-79215 and incorporated herein
by reference).

Exhibit 4(b) Form of Subordinated Debt Securities Indenture
among Northwest, NWA Corp. and State Street, as
Trustee, relating to the Subordinated Debt
Securities of Northwest (filed as Exhibit 4(b)
to Registration Statement No. 333-79215 and
incorporated herein by reference).

Exhibit 4(c) Form of Senior Debt Securities of Northwest
(filed as Exhibit 4(c) to Registration
Statement No. 333-79215 and incorporated herein
by reference).

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Exhibit 4(d) Form of Subordinated Debt Securities of
Northwest (filed as Exhibit 4(d) to
Registration Statement No. 333-79215 and
incorporated herein by reference).

Exhibit 4(e) Form of Warrant Agreement for warrants to
Purchase Debt Securities of Northwest that are
Sold Attached to Debt Securities of Northwest
(filed as Exhibit 4(e) to Registration
Statement No. 333-79215 and incorporated herein
by reference).

Exhibit 4(f) Form of Warrant to Purchase Debt Securities of
Northwest that are Sold Attached to Debt
Securities of Northwest (included as part of
Exhibit 4(e)).

Exhibit 4(g) Form of Warrant Agreement for warrants to
Purchase Debt Securities of Northwest that are
Sold Alone (filed as Exhibit 4(g) to
Registration Statement No. 333-79215 and
incorporated herein by reference).

Exhibit 4(h) Form of Warrant to Purchase Debt Securities of
Northwest that are Sold Alone (included as part
of Exhibit 4(g)).

Exhibit 4(i) Pass Through Trust Agreement dated June 3, 1999
among NWA Corp., Northwest and State Street,
Bank and Trust Company of Connecticut, National
Association ("State Street Connecticut") as
Trustee, relating to Pass Through Certificates
of Northwest (filed as Exhibit 4(i) to
Registration No. 333-79215 and incorporated
herein by reference).

Exhibit 4(j) Form of Pass Through Certificate included in
Exhibit 4(i).

Exhibit 4(k) Form of Bond (filed as Exhibit 4.3 to NWA
Corp's Quarterly Report on Form 10-Q for the
three months ended September 30, 1999 and
incorporated herein by reference).

Exhibit 4(l) Restated Certificate of Incorporation of NWA
Corp. (filed as Exhibit 4(k) to Registration

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Statement No. 333-79215) and incorporated
herein by reference).

Exhibit 4(m) Amended and Restated By-Laws of NWA Corp.
(filed as Exhibit 4(l) to Registration
Statement No. 333-79215 and incorporated herein
by reference).

Exhibit 4(n) Restated Certificate of Incorporation of
Northwest (filed as Exhibit 4(m) to
Registration Statement No. 333-79215 and
incorporated herein by reference).

Exhibit 4(o) Amended and Restated Bylaws of Northwest (filed
as Exhibit 4(n) to Registration Statement No.
333-79215 and incorporated herein by
reference).

Exhibit 4(p) Certificate of Designation of Series C
Preferred Stock of NWA Corp. (included in
Exhibit 4(l)).

Exhibit 4(q) Certificate of Designation of Series D Junior
Participating Preferred Stock of NWA Corp.
(included in Exhibit 4(k)).

Exhibit 4(r) The Registrants hereby agree 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.

Exhibit 5(a)* Opinion of Simpson Thacher & Bartlett as to the
legality of the Securities.

Exbibit 5(b)* Opinion of Douglas M. Steenland, Esq. as to the
legality of the Securities.

Exhibit 8* Tax Opinion of Cadwalader, Wickersham &
Taft relating to Pass Through
Certificates.

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Exhibit 23(a)* Consent of Ernst & Young LLP.

Exhibit 23(b) Consent of Simpson Thacher & Bartlett (included as
part of Exhibit 5).

Exhibit 23(c) Consent of Cadwalader, Wickersham & Taft (included
as part of Exhibit 8).

Exhibit 24 Powers of Attorney (included in signature
pages of this Registration Statement).

Exhibit 25(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended (the "Trust
Indenture Act"), of State Street, as Trustee under
the Senior Debt Securities Indenture of Northwest
and NWA Corp. (filed as Exhibit 25(a) to
Registration Statement No. 333-79215 and
incorporated herein by reference).

Exhibit 25(b) Form T-1 Statement of Eligibility under the Trust
Indenture Act of State Street, as Trustee under the
Subordinated Debt Securities Indenture of Northwest
and NWA Corp. (filed as Exhibit 25(b) to
Registration Statement No. 333-79215 and
incorporated herein by reference).

xhibit 25(c) Form T-1 Statement of Eligibility under the Trust
Indenture Act of State Street Connecticut, as
Trustee under the Pass Through Trust Agreement of
Northwest and NWA Corp (filed as Exhibit 25(c) to
Registration Statement No. 333-79215 and
incorporated herein by reference).

Exhibit 99(a) Trustee Parent Guarantee of State Street in favor
of State Street Connecticut in connection with the
Pass Through Trust Agreement of Northwest and NWA
Corp. (filed as Exhibit 99(a) to Registration No.
333-79215 and incorporated herein by reference).

_________
* Filed herewith

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