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

///////////////////////\\\\\\\\\\\\\\\\\\\\\
May 13, 2004

JOHN CHEVEDDEN
2215 Nelson Avenue, No. 205
Redondo Beach, CA  90278
310-371-7872

FX: 202-942-9525 6 Copies

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Ladies and Gentlemen:

This is to respectfully request the view from the Staff on 
whether the presentation and discussion of ballot items 
regarding directors standing for election, company 
compensation plans for shareholder approval and rule 14a-8 
shareholder proposals is required to be presented and 
discussed immediately after each ballot item is introduced in 
the formal part of the annual meeting and thus before the 
random question and answer session.  I believe that rule 14a-8 
requires that shareholder proposals be introduced, presented 
and discussed in the formal part of the annual meeting before 
the random question and answer session.

From reports of previous company annual meetings, discussion 
of each ballot item is not allowed at the time each item is 
introduced by the meeting chairman.  To the contrary, 
discussion is postponed until the random question and answer 
session.  Thus the ballot items must compete in a haphazard 
order with non-substantive issues such as the quality of 
coffee.

It does not seem to be an orderly manner to conduct an annual 
meeting by announcing a ballot item followed by a de facto 
announcement that all discussion will be conducted 30-minutes 
later--provided there is time after random comments on 
coffee, meeting directions and company history.

This is to respectfully request the view from the Staff.  The 
company annual meeting is May 18, 2004.

Sincerely,

/s/ John Chevedden
Shareholder

cc: William Ayer Chairman Alaska Air Group, Inc. (ALK)
19300 Pacific Highway South
Seattle, WA 98188
PH: 206-431-7040 FX: 206-433-3379
Keith Loveless, Corporate Secretary PH: 206-392-5218-7218 FX: 
206-431-3807
Shannon Alberts, Assistant Corporate Secretary PH: 206-433-
3200, x 25218 FX: 206-392-5807
Steve Nieman, Shareholder


//////////////////////\\\\\\\\\\\\\\\\\\\
From: Steve Nieman
Date: Mon May 10, 2004  5:38:31 PM US/Pacific
To: various parties
Subject: Voting Instructions Just Received from Putnam!

Howdy All,

We finally got a voting procedure (two full business days 
before the May 13th deadline) for employees at Alaska/Horizon 
to vote their shares.  I plan to overnight mail my proxy card 
downloaded and printed from www.votepal.com to the EquiServe 
address below.  It is the only way for 401(k) shares to be 
voted for the Challengers and proposals 11 & 12.  You cannot 
vote 401(k) shares at the stockholders meeting on May 18th.

If at all possible--PLEASE VOTE YOUR 401(k) SHARES THIS WAY 
(IF YOU CHOOSE TO VOTE FOR ANY OF THE CHALLENGER CANDIDATES OR 
PROPOSALS 11 & 12).  We need to establish with the SEC and US 
Dept's of Labor and Justice that this procedure was woefully 
inadequate for the proper exercise of worker shareholder 
rights of almost 1.7 million shares (6.2% of the outstanding 
total).

If you have already voted--you have the right to vote again 
(last proxy ballot voted counts per SEC rules).

Get involved! please!  If you value freedom and liberty-- you 
deserve a lot better from what the "system" has provided you.  
Also, if you're concerned about your job and pension, 
retaining the ability to exercise your full rights as a 
shareholder are critical.  Determining who sits on the AAG, 
Inc. board is included in these rights.

There will be lots to do after this year's proxy contest is 
over.  Helping a little right now will go a long way.  Thanks 
much~~Steve Nieman, Richard Foley, Dr. Bob Osborne and Terry 
Dayton

p.s.  Please forward this to Alaska/Horizon workers in your 
address book.  That would really help...

p.s.s.  I think you're going to hear a lot more about what 
happened here today...


///////////////////////\\\\\\\\\\\\\\\\\\\\
Stephen Nieman
15204 NE 181st Loop
Brush Prairie, WA  98606

Tuesday, May 4, 2004

VIA FACSIMILE to 206-392-5807 and Email

Peter Kraus
Senior Attorney
Alaska Air Group, Inc.
Box 68947, Seattle, WA 98168-0947

Re:  Associated Request In Connection With The Demand For 
Inspection Of Certain Books And Records

Dear Mr. Kraus:

Today around 2:00 p.m., myself and Richard Foley joined a 
conference call arranged by Alaska Air Group with yourself, 
Shannon Alberts and Bill Gleeson.  We discussed your providing 
us with a written estimate of the cost of supplying me with 
the shareholders list(s) requested in my April 28, 2004 letter 
to you.

Additionally, we are requesting that you provide us with the 
estimated cost of putting a link to the Challengers' proxy 
statement and ballot card on Alaska Airline and Horizon Air's 
employee and public websites in order that worker 401(k) plan 
participants and the company's outside stockholders would be 
empowered to vote on all eight candidates running, as well as 
all eleven shareholder proposals.

Thank you for agreeing to respond to our requests.  We would 
appreciate a prompt response.

Sincerely,
/s/
Stephen Nieman

cc:  Richard Foley
file www.votepal.com

///////////////\\\\\\\\\\\\\\\\\
Stephen Nieman
15204 N. E 181st Loop
Bush Prairie, WA 98606

VIA FACSIMILE April 28, 2004
VIA OVERNIGHT DELIVERY

Peter Kraus
Senior Attorney
Alaska Air Group, Inc.
Box 68947, Seattle, WA 08168-0947
FAX: 206-392-5807

Re:  Demand for Inspection of Certain Books and Records

Encl:  Proof of share ownership

Dear Sir:

The undersigned, a record holder of 980 shares of voting 
common stock (the "Shares"), par value $.01 per share, of 
Alaska Air, Inc., a Delaware corporation (the "Company"), 
hereby demands,  pursuant to Section 220 of the General 
Corporation Law of the State of Delaware, that (1) originals 
or attested copies of the Company's stock ledger and a list of 
its shareholders be made available for inspection and copying 
by the undersigned or his attorneys or agents at the Company's 
principal place of business during usual business hours no 
later than May 4, 2004 [five business days from day letter is 
received by AAG] and from day  to day thereafter during usual 
business hours until the inspection may be completed, or (2) 
the Company deliver copies of such records to the undersigned 
at the address shown above, to be updated from time to time 
thereafter as set forth below:

Pursuant to Section 220 of the General Corporation Law of the 
State of Delaware, the undersigned is entitled to and demands 
as part of the foregoing:

1.	A complete record or list of stockholders of the Company 
who hold 10 or more shares certified by its transfer agent 
showing the name and address of each such stockholder and the 
number of shares of stock registered in the name of each such 
stockholder as of the most recent date available.

2.	 All information in or which comes into the possession or 
control of the Company or its transfer agent, proxy solicitor 
or other agents, or which can be reasonably obtained from 
nominees of any central certificate depository system, broker, 
dealer, bank, clearing agency or voting trustee or any other 
nominees concerning the number or identity of the actual 
beneficial owners of the Company's common stock, including any 
breakdown of any holders in the name of Cede & Co. and any 
other similar securities depository or nominee.

3.	All information in or which comes into the possession or 
control of the Company or its transfer agent, proxy solicitor 
or other agents concerning the name, address and number of 
shares of common stock attributable to any beneficial owner or 
employee of the Company entitled to direct the voting of any 
Company common stock pursuant to any dividend reinvestment, 
employee stock ownership, incentive, profit sharing, savings, 
retirement, stock option, stock purchase, restricted stock or 
other comparable plan and a copy of the material request form 
from ADP-Proxy Services.  All information in or which comes 
into the possession or control of the Company or its transfer 
agent, proxy solicitor or other agents concerning the 
mechanism by which the beneficial owners or employees of the 
Company direct the voting of the shares of common stock of the 
Company pursuant to the plans referred to in this paragraph 3.

4. 	All information in or which comes into the possession or 
control of the Company or its transfer agent, proxy solicitor 
or other agents, or which can reasonably be obtained from 
brokers, dealers, banks, clearing agencies or voting trustees 
or their nominees or other nominees relating to the names of 
non-objecting beneficial owners of the Company's common stock 
in the format of a magnetic computer tape list and printout in 
descending order balance (such information being readily 
available to the Company under Rule 14b-1(b) of the Securities 
Exchange Act of 1934 from ADP-Proxy Services), including (but 
not limited to) all lists of such beneficial owners of common 
stock available to the Company pursuant to Rule 14b-1(b).

5. If any of the information referred to in paragraphs 1 
through 4 above is maintained in computerized or other 
electronic form, such information shall be made available in 
such computerized or other electronic form, and shall be 
accompanied by a "hard copy" printout thereof and sufficient 
information to enable the information to be accessed in such 
computerized or other electronic form.

 The undersigned demands that modifications, additions or 
deletions to any and all information referred to in paragraphs 
1 through 5 above be furnished to the undersigned as such 
modifications, additions or deletions become available to the 
Company or its transfer agent, proxy solicitor or other agent 
from the most recent date available as of the date of this 
demand to the date of the Company's 2004 annual meeting of 
stockholders (the "2004 Annual Meeting").

The purpose of this demand is to permit the undersigned to 
communicate with other stockholders of the Company on matters 
relating to their interests as stockholders, including 
communicating with such stockholders regarding a contested 
election" (the "Contested Election") submitted by the 
undersigned to be voted on by stockholders of the Company at 
the 2004 Annual Meeting.

This demand should receive your immediate attention so that 
all of the Company's stockholders will have the benefit of 
information concerning the Contested Election as promptly as 
possible.  This demand is not, and should not be construed as, 
a request for a list of the Company's stockholders or for a 
mailing of materials to the Company's stockholders pursuant to 
15 C.F.R. ¤ 14a-7, promulgated pursuant to the Securities 
Exchange Act of 1934.

Please advise the undersigned  promptly, and in any event on 
or prior to the expiration of five business days after the 
date this demand is received by the Company, when and where 
the items demanded above will be made available to the 
undersigned and his designated agents.  The undersigned can be 
reached on 360-687-3187 

Please sign and date the enclosed copy of this letter to 
indicate your receipt hereof and return it to the undersigned 
in the self-addressed, stamped envelope provided.

Very truly yours,
/s/
Stephen Nieman
 

 
Alaska Air Group, INC.  

Received by:____________________________

    Name: :____________________________

    Title: :____________________________


Dated: _______________________
 

STATE OF [Washington]                          )

)     ss:

COUNTY OF CLARK                       )


Before me this day personally appeared Steve Nieman, who, 
being duly sworn, deposes and says that he is authorized to 
execute the foregoing Demand for Inspection of Certain Books 
and Records and to make the demand, designations, 
authorizations and representations contained therein, and that 
the facts and statements contained in the foregoing demand for 
such records are true and correct.



______________________________________

Stephen Nieman

 
SWORN TO AND SUBSCRIBED before me this ____ day of April 28, 
2004 

 

 

__________________________________________

Notary Public

 

__________________________________________

Printed Name of Notary

 

My Commission Expires:_____________________

////////////////\\\\\\\\\\\\\\\\\

Steve Nieman, Richard D. Foley, Robert C. Osborne M.D. and
Terry K. Dayton are soliciting proxies for Alaska Air Group's,
Inc. May 18, 2004 Annual Meeting. We strongly advise all
shareholders to read the proxy statements. Our proxy statement
is available at our web site <www.votepal.com>. Feel free to
download and print copies of any materials located there. For
any further information, please email <help@votepal.com> or
write us at Box 602, Brush Prairie, WA 98606;
fax (360) 666-6483; phone 1-866-2VOTEUS (1-866-286-8387).