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