SecProbe.io

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						November 30, 2004

Via U.S. Mail and facsimile at 360-666-6483

Mr. Steve Nieman
15204 NE 181st Loop
Brush Prairie, Washington 98606

Re:	Alaska Air Group, Inc. ("AAG")
	Preliminary Proxy Statement on Schedule 14A
	Filed November 17, 2004
      Filed by Steve Nieman, Richard D. Foley and
	Robert C. Osborne MD, et al.
	File No. 001-08957

Dear Mr. Nieman:

      We have reviewed your filings and have the following
comments. Where indicated, we think you should revise your
document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as
detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.
After reviewing this information, we may or may not raise
additional comments.

	Please understand that the purpose of our review process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of our review.   Feel free to call us at the telephone numbers
listed at the end of this letter.

Preliminary Schedule 14A

General

1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff
to be certain that they have provided all information investors
require. Since the participants in the solicitation are in
possession of all facts relating to its disclosure, the participants
are responsible for the accuracy and adequacy of the disclosures
they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the participants are responsible for the adequacy and accuracy
of the disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the participants may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or
in response to our comments on your filing.

2. We note you have defined Alaska Air Group, Inc. as "the
Company-AAG" on the first page of the proxy statement.  As this page
will not be furnished to shareholders, be sure to define the term
elsewhere in the body of the proxy statement.  Also, be sure to use
the term consistently throughout the document rather than referring
to Alaska Air Group, Inc. as the "Company" in certain instances and
as "the Company-AAG" in others.  Revise accordingly.

3. We note that, throughout your proxy materials, you refer
readers to the Company-AAG`s proxy materials.  Consider whether it
might be more helpful to readers to make specific references to the
sections of the materials that you are directing them to read.  Note
that we believe reliance on Rule 14a-5(c) before AAG distributes the
information to security holders would be inappropriate.
Therefore, please confirm your understanding that you may not
disseminate your materials until AAG has filed and mailed definitive
proxy solicitation materials.

4. As you are aware, soliciting materials used prior to the
delivery of definitive proxy materials must be filed no later than
the date the materials are first sent or given to shareholders.  Refer
to Rule 14a-12(b).  It appears that you have not filed all of the
additional soliciting materials that appear on your website,
www.votepal.com, or the linked websites.  Since it appears the
materials on these sites are posted under circumstances reasonably
calculated to result in the procurement, withholding or revocation
of a proxy, they should be filed as additional definitive
materials.  Furthermore, the websites you maintain should contain
legends identifying the participants and encouraging security
holders to read the proxy statement.  In addition, any future
written soliciting material, including any emails, postings to
your website and scripts to be used in soliciting proxies over
the telephone, should comply fully with the disclosure and filing
requirements of Rule 14a-12. This includes, for example, the
electronic mail you intend to use "to communicate with and contact
some of the shareholders of the Company-AAG, such as Institutional
holders."  Refer to Rules 14a-12(b) and 14a-12(c)(2).

5. Rule 14a-3(a) requires that no solicitation be made unless it
is preceded or accompanied by a proxy statement containing all of
the information prescribed by Schedule 14A.  Your proposed approach
of sending an email or postal mail version of the proxy statement
after you receive the proxy card is not in keeping with the rule.
Please revise.

6. Avoid issuing statements in your proxy statement that directly
or indirectly impugn the character, integrity or personal reputation
or make charges of illegal, improper or immoral conduct without
factual foundation.  Disclose the factual foundation for such
assertions or delete the statements.  Support for opinions or
beliefs should be self-evident, disclosed in the proxy statement
or provided to the staff on a supplemental basis, with a view
toward disclosure, by submitting a Schedule 14A that has been
annotated with support for each of the assertions made.  In this
regard, note that the factual foundation for such assertions must
be reasonable.  Refer to Rule 14a-9.  The following statements
should be revised or deleted:

* Your implication that shareholders do not have the right to see
all communications by the Company-AAG when, in fact, they too could
make a FOIA request; see "We favor Open and Full Disclosure;"

* Your statement that "We believe that the shareowners have the
right to see all communications by the Company-AAG that is not
competitively sensitive in nature, such as management requests for
no-action letters, expensive resources such as LexisNexis
notwithstanding..." implies that management and others are keeping
information from shareholders;

* Your statement that over 90% of the Company-AAG`s shares are
held by institutional investors;

* Your statement that "...we can let words paint a picture of the
dedication of this management team, in our opinion, to exclude and
disregard any and all input by shareowners, most disheartening,
its employee shareowners"; and

* Your statement that "We cannot believe rational investors in the
Company-AAG will endorse the form of business philosophy that the
management of the Company-AAG has demonstrated in the recent
past."

Beginning of the Challengers` Remarks

7. We note that you make several statements regarding how AAG has
reacted and will react to your suggestion that all director
nominees be included on AAG`s proxy card.  It is not appropriate to
make statements anticipating the decisions AAG will make with
regard to this proxy contest, particularly because you are implying
that they are required to abide by your request when, in fact, they
are not. You must delete these statements.  Moreover, to the extent
you allude to a decision AAG made last year, you should include a
brief discussion of the reasons AAG provided for making such decision;
provide supplemental support for these statements and note whether
they were acting in accordance with their rights under
corporations and securities law.  Revise throughout to delete or
revise these statements accordingly.

How We Plan to Solicit

8. We note that you will solicit proxies primarily through your
web-site, www.votepal.com.  Please advise us as to how you plan on
verifying that any person from whom you have received a proxy has
previously been furnished with a proxy statement.  See Rule 14a-
3(a).

How do I cast my Vote using the CHALLENGER`S Proxy Card?

9. You indicate here that worker 401(k) plan participants "will
have to vote via EquiServe to complete the requirement that the
Vanguard and the Fidelity trustees be notified of your voting
instructions." Please clarify what you mean by this and your
statement that follows, "you will need to obtain a legal proxy
from the Company-AAG or the trustee."  We note that you have not
included a Voting Instruction Form with your proxy statement,
similar to AAG`s, such that plan participants may instruct the
trustees on how to vote the plan`s shares.  Do you intend to mail
this form to participants who request it, or will it be available
only through your web site?

You May Vote in Person At the Meeting

10. You direct shareholders who hold shares in street name through
a bank or broker to "contact them to receive from them a legal
proxy." Please revise to clarify what you mean by this.  Do you
mean to say that such beneficial shareholders should send
instructions to the broker or bank on how they would like to vote
their shares, to the extent they want to vote in favor of your
nominees?  Please advise shareholders as to how they should make
brokers or banks aware of your solicitation and instruct them on
how they should arrange for proxy authority to be given to you.

Information About Challenger Nominees/Participants in the
Solicitation

11. Revise to provide information that fully complies with Item 7
of Schedule 14A and Item 401 of Regulation S-K for all six nominees
in the solicitation.  For example, revise to include the dates of
employment for Dr. Osborne and a description of "business analyst"
for Mr. John Chevedden.

Shareholder Proposals

12. We note that you intend to make an additional twenty-three
proposals.  Please confirm your understanding that each of those
proposals must comply with Items 18, 19 and 20 of Schedule 14A,
as applicable.

Further Matters

13. It is not clear what you mean when you say that "the
relationship between workers and the management of the Company-AAG
must be enhanced by providing flexibility through transparency
and teaming with customers and outside stockowners. Ownership-sharing
of productive capital assets represented by ownership of
ever-climbing fixed costs covering employee compensation and benefits.
These lower fixed hourly-wage costs could be supplemented by variable
payouts from capital ownership, such as a payout of profit sharing,
employee performance bonuses, stock options, dividends on stock, as
well as share price appreciation." Please revise to clarify what your
goals are, and what your nominees intend to do if they are elected to
further those goals.

Form of Proxy

14. Include instructions explaining how a shareholder can withhold
authority to vote for the listed director nominees.  See Rule 14a-
4(b)(2)(ii).

15. Revise to provide the means by which a security holder may
elect to abstain from voting.  See Rule 14a-4(b)(1) of Regulation
14A.

16. Advise us, with a view toward revised disclosure, whether or
not the participants intend to use proxies that have been executed
without a choice that has been specified by the security holder.
See Rule 14a-4(b)(1) of Regulation 14A.

Closing Comments

      As appropriate, please amend your Schedule 14A and other
filings in response to these comments.  You may wish to provide us
with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendments that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after
reviewing your amendments and responses to our comments.

      Direct any questions to me at (202) 942-1762.

Sincerely,

Julia E. Griffith
Special Counsel
Office of Mergers and Acquisitions

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