SCHEDULE 14A 

Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934 (Amendment No. ) 

Filed by the Registrant |_| Filed by a Party other than the 
Registrant |X| Check the appropriate box: |_| Preliminary 
Proxy Statement |_| Confidential, for Use of the Commission 
Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy 
Statement |X| Definitive Additional Materials |_| Soliciting 
Material Pursuant to ss. 240.14a-12 

THE ALASKA AIR GROUP, Inc. ("the Company-AAG") (Name of 
Registrant as Specified In Its Charter) 

Stephen Nieman, Richard D. Foley, Robert C. Osborne MD and 
Terry K. Dayton (Name of Persons Filing Proxy Statement, if 
other than the Registrant) 

Payment of Filing Fee (Check the appropriate box): |X| No fee 
required |_| Fee computed on table below per Exchange Act 
Rules 14a-6(i)(4) and 0-11 

1) Title of each class of securities to which transaction 
applies: 

2) Aggregate number of securities to which transaction 
applies: 

3) Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11 (set forth the 
amount on which the filing fee is calculated and state how it 
was determined) 

4) Proposed maximum aggregate value of transaction: 

5) Total fee paid: 

|_| Fee paid previously with preliminary materials. 

|_| Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identify the filing for which 
the offsetting fee was paid previously. Identify the previous 
filing by registration statement number, or the Form or 
Schedule and the date of its filing. 1) Amount Previously 
Paid: 2) Form, Schedule or Registration Statement No.: 

3) Filing Party: 4) Date Filed: 

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TO:  Mara Ransom & Mathew Bazley, SEC Staff

DATE:  April 30, 2004

On April 28, 2004 at 11:46 AM,  I received a telephone call 
from Mr. Stephen Walsh of the New York Stock Exchange.  Mr. 
Walsh's call was in response to a telephone message I had left 
earlier at his office.

We discussed the circumstances surrounding the challenger 
proxy solicitation at Alaska Air Group in 2003 and 2004.  I 
informed him that we had not yet filed a definitive form of 
proxy.  However, we would inform him and the exchange as soon 
as that happened.  I asked him about the NYSE position 
regarding our contested election in 2004.  He told me that the 
exchange had not changed its position in the last year.  It 
would not classify our solicitation a "contest" which under 
its rules would prevent its members from voting the "Broker 
Vote" for management's candidates for election to the board of 
directors.

I asked Mr. Walsh about the NYSE's Rules at 402.00 and 402.06 
(A) (3) (last Modified 5/16/2003) which states the conditions 
under which a member organization may vote without customer 
instructions RULE 452.  Specifically how the exchange could 
claim that they had not and would not acknowledge that item 
(3) of rule 452 applied when we had in fact informed them that 
a "contested" solicitation had been declared by the company, 
the challengers and the SEC.  His answer was to simply repeat 
that the exchange would not consider our challenge to fall 
under its definition unless we qualified under its 
interpretation of its rule which essentially says we would 
have to pay for a printing and mailing to all shareholders 
whose shares are held by the client brokers, banks and etc. of 
the exchange, and agreed to pay an additional unspecified fee 
for undefined "reasonable clerical expenses." 

I pointed out to Mr. Walsh that we intended to operate an 
Internet-only contest and that we would electronically inform 
the exchange and all the clients of the exchange via 
electronic means and this was the only fair, practical, and 
economic means available to us as small shareholders.  

I told Mr. Walsh that it was our opinion that along with the 
many other restrictions on who can and who cannot buy 
securities, that we believed all investors should be required 
to maintain a working Internet email address by which they 
would receive all communications regarding their investments.  
Further, that this is very reasonable when tens of millions 
homes in America have Internet access, and the number coming 
online is increasing exponentially.   Any citizen is free to 
avail themselves of their local public library, which provides 
free access to the Internet where free email accounts are 
available.  This new system would reduce the costs to 
companies by billions of dollars a year by eliminating massive 
printings and mailings that only a few shareholders bother to 
read.  Why not post it on the Internet fence and let those who 
care to know choose to read it for themselves.  Why should 
shareholders be forced to pay an unjust tax of the cost to 
maintain an antiquated proxy system?

I expressed to Mr. Walsh that the NYSE was, in my opinion, 
missing out on a great opportunity.  I suggested the NYSE 
should take over the responsibility of providing, operating, 
and maintaining a free-to-all-investors electronic polling 
place with electronic universal proxy statements and 
electronic universal ballots.

Further, that this new system should replace all horse and 
buggy methods of the previous century from a time when only a 
small portion of the population had telephone service, and 
could only be communicated with by U. S. Mail.  From the 
sounds emanating from the telephone I could only conclude that 
Mr. Walsh had no desire to make any verbal comment on that 
issue.

Mr. Walsh pointed out to me that the NYSE had made some rule 
changes regarding prohibiting its members voting on issues 
regarding compensation.

Mr. Walsh can be contacted at (212-656-6240).  He may be sent 
a Facsimile transmission of a written document at (212) 656-
2839.

Sincerely,

Richard D. Foley