SCHEDULE 13D  

Amendment No. 1  
Alaska Air Group Incorporated  
common stock   
Cusip # 011659109  

Cusip # 11659109  
Item 1: Reporting Person - FMR Corp. - (Tax ID:  04-2507163)  
Item 4: PF  
Item 6: Commonwealth of Massachusetts  
Item 7: 1,007,300  
Item 8: None  
Item 9: 1,471,000  
Item 10:        None  
Item 11:        1,640,000  
Item 13:        11.40%  
Item 14:        HC  

PREAMBLE  

The filing of this Schedule 13D is not, and should not be  
deemed to be, an admission that such Schedule 13D is required to  
be filed.  See the discussion under Item 2.  

Item 1. Security and Issuer.  

This statement relates to shares of the common stock, $0.00  
par value (the "Shares") of Alaska Air Group Incorporated, a  
Delaware corporation (the "Company").  The principal executive  
offices of the Company are located at 19300 Pacific Highway  
South, Seattle, WA  98188.  

Item 2. Identity and Background.  

Item 2 is amended as follows:  

This statement is being filed by FMR Corp., a Massachusetts  
Corporation ("FMR").  A separate Schedule 13D is being filed by  
Fidelity International Limited, a Bermuda joint stock company  
incorporated for an unlimited duration by private act of the  
Bermuda legislature ("FIL").  FMR is a holding company one of  
whose principal assets is the capital stock of a wholly-owned  
subsidiary, Fidelity Management & Research Company ("Fidelity"),  
which is also a Massachusetts corporation.  Fidelity is an  
investment advisor which is registered under Section 203 of the  
Investment Advisors Act of 1940 and which provides investment  
advisory services to more than 30 investment companies which are  
registered under Section 8 of the Investment Company Act of 1940  
and serves as investment advisor to certain other funds which are  
generally offered to limited groups of investors (the "Fidelity  
Funds").  Fidelity Management Trust Company ("FMTC"), a wholly- 
owned subsidiary of FMR Corp. and a bank as defined in Section  
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee  
or managing agent for various private investment accounts,  
primarily employee benefit plans and serves as investment adviser  
to certain other funds which are generally offered to limited  
groups of investors (the "Accounts").  Various directly or  
indirectly held subsidiaries of FMR are also engaged in  
investment management, venture capital asset management,  
securities brokerage, transfer and shareholder servicing and real  
estate development.  The principal offices of FMR, Fidelity, and  
FMTC are located at 82 Devonshire Street, Boston, Massachusetts  
02109.  

FIL is an investment adviser which provides investment  
advisory and management services to a number of non-U.S.  
investment companies or instrument trusts (the "International  
Funds") and certain institutional investors.  Prior to June 30,  
1980, FIL was a majority-owned subsidiary of Fidelity.  On that  
date, the shares of FIL held by Fidelity were distributed, as a  
dividend, to the shareholders of FMR.  FIL currently operates as  
an entity independent of FMR and Fidelity, with certain common  
shareholders.  The International Funds and FIL's other clients,  
with the exception of Fidelity and an affiliate of Fidelity, are  
non-U.S. entities.  Various foreign-based subsidiaries of FIL are  
also engaged in investment management.  The principal office of  
FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.  

Members of the Edward C. Johnson 3d family are the  
predominant owners of Class B shares of common stock of FMR  
representing approximately 49% of the voting power of FMR.  Mr.  
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the  
aggregate outstanding voting stock of FMR.  Mr. Johnson 3d is the  
Chairman of FMR.  The Johnson family group and all other Class B  
shareholders have entered into a shareholders' voting agreement  
under which all Class B shares will be voted in accordance with  
the majority vote of Class B shares.  Accordingly, through their  
ownership of voting common stock and the execution of the  
shareholders' voting agreement, members of the Johnson family may  
be deemed, under the Investment Company Act of 1940, to form a  
controlling group with respect to FMR.  The business address and  
principal occupation of Mr. Johnson 3d is set forth in Schedule A  
hereto.  

In addition, a partnership controlled by Mr. Johnson and  
members of his family own shares of FIL voting stock with the  
right to cast approximately 47.22% of the total votes which may  
be cast by all holders of FIL voting stock.  Mr. Johnson 3d is  
Chairman of FMR and FIL.  FMR and FIL are separate and  
independent corporate entities.  FMR and FIL are managed  
independently and their boards of Directors are generally  
composed of different individuals.  Their investment decisions  
are made independently, and clients are different organizations.   
The business address and principal occupation of Mr. Johnson 3d  
is set forth in Schedule A hereto.  

Effective July 1, 1993, Fidelity became sub-advisor to  
Fidelity American Special Situations Trust ("FASST").  

FASST is a unit trust established and authorized by the  
Department of Trade and Industry under the laws of England.  The  
investment advisor of FASST is Fidelity Investment Services  
Limited, an English company and a subsidiary of FIL.  

The Shares to which this statement relates are owned  
directly by six of the Fidelity Funds, twenty-two of the  
Accounts, FASST, and by Fidelity International Limited, through  
its subsidiaries and affiliates.  

FMR and FIL are of the view that they are not acting as a  
"group" for purposes of Section 13(d) under the Securities  
Exchange Act of 1934 (the "1934 Act") and that they are not  
otherwise required to attribute to each other the "beneficial  
ownership" of securities "beneficially owned" by the other  
corporation within the meaning of Rule 13d-3 promulgated under  
the 1934 Act.  Therefore, they are of the view that the Shares  
held by the other corporations need not be aggregated for  
purposes of Section 13(d).  However, FMR is making this filing on  
a voluntary basis as if all of the Shares are beneficially owned  
by FMR and FIL on a joint basis.  

The name, residence or business address, principal  
occupation or employment and citizenship of each of the executive  
officers and directors of FMR are set forth in Schedule A hereto.  

Within the past five years, none of the persons named in  
this Item 2 or listed on Schedule A has been convicted in any  
criminal proceeding (excluding traffic violations or similar  
misdemeanors) or has been a party to any civil proceeding and as  
a result thereof was or is subject to any judgment, decree or  
final order enjoining future violations of, or prohibiting or  
mandating activities subject to federal or state securities laws  
or finding any violations with respect to such laws.  

Item 3. Source and Amount of Funds or Other Consideration.  

Item 3 is amended as follows:  

The Fidelity Funds which own or owned Shares purchased in  
the aggregate 3,109,600 Shares for cash in the amount of  
approximately $62,497,235, including brokerage commissions.  The  
Fidelity Funds used their own assets in making such purchase and  
no part of the purchase price is represented by borrowed funds.   
Proceeds from 2,645,900 Shares sold aggregated approximately  
$51,865,243.  The attached Schedule B sets forth Shares purchased  
and/or sold since February 22, 1997.  

The Accounts of FMTC which own or owned Shares purchased in  
the aggregate 1,589,200 Shares for cash in the amount of  
approximately $33,760,887, including brokerage commissions.  The  
Accounts used their own assets in making such purchase and no  
part of the purchase price is represented by borrowed funds.   
Proceeds from 597,200 Shares sold aggregated approximately  
$12,632,825.  The attached Schedule B sets forth Shares purchased  
and/or sold since February 22, 1997.  

FASST which own or owned Shares purchased in the aggregate  
47,000 Shares for cash in the amount of approximately $1,004,213,  
including brokerage commissions.  FASST used its own assets in  
making such purchase and no part of the purchase price is  
represented by borrowed funds.  Proceeds from 31,700 Shares sold  
aggregated approximately $707,264.  The attached Schedule B sets  
forth Shares purchased and/or sold since February 22, 1997.  

Item 4. Purpose of Transaction.  

Item 4 is amended as follows:  

The purpose of Fidelity and FMTC in having the Fidelity  
Funds and the Accounts purchase Shares (see Item 5 below) is to  
acquire an equity interest in the Company in pursuit of specified  
investment objectives established by the Board of Trustees of the  
Fidelity Funds and by the investors in the Accounts.  

Fidelity and FMTC, respectively, may continue to have the  
Fidelity Funds and the Accounts purchase Shares subject to a  
number of factors, including, among others, the availability of  
Shares of sale at what they consider to be reasonable prices and  
other investment opportunities that may be available to the  
Fidelity Funds and Accounts.  

Fidelity and FMTC, respectively, intend to review  
continuously the equity position of the Fidelity Funds and  
Accounts in the Company.  Depending upon future evaluations of  
the business prospects of the Company and upon other  
developments, including, but not limited to, general economic and  
business conditions and money market and stock market conditions,  
Fidelity may determine to cease making additional purchases of  
Shares or to increase or decrease the equity interest in the  
Company by acquiring additional Shares, or by disposing of all or  
a portion of the Shares.  

Neither Fidelity nor FMTC has any present plan or proposal  
which relates to or would result in (i) an extraordinary  
corporate transaction, such as a merger, reorganization,  
liquidation, or sale of transfer of a material amount of assets  
involving the Company or any of its subsidiaries, (ii) any change  
in the Company's present Board of Directors or management, (iii)  
any material changes in the Company's present capitalization or  
dividend policy or any other material change in the Company's  
business or corporate structure, (iv) any change in the Company's  
charter or by-laws, or (v) the Company's common stock becoming  
eligible for termination of its registration pursuant to Section  
12(g)(4) of the 1934 Act.  

Item 5. Interest in Securities of Issuer.  

Item 5 is amended as follows:  

Although Item 5 assumes that FMR, Fidelity, FMTC, FASST, and  
FIL beneficially own all 1,640,000 Shares, reference is made to  
Item 2 for a disclaimer of beneficial ownership with respect to  
the securities which are "beneficially owned" by the other  
corporations.  

(a)     FMR beneficially owns, through Fidelity, as investment  
advisor to the Fidelity Funds, 463,700 Shares, or approximately  
3.22% of the outstanding Shares of the Company, and through FMTC,  
the managing agent for the Accounts, 992,000 Shares, or  
approximately 6.90% of the outstanding Shares of the Company.   
FIL beneficially owns, as investment advisor to the International  
Funds, 184,300 Shares, or approximately 1.28% of the outstanding  
Shares of the Company.  Neither FMR, Fidelity, FMTC, nor any of  
its affiliates nor, to the best knowledge of FMR, any of the  
persons named in Schedule A hereto, beneficially owns any other  
Shares.  The combined holdings of FMR, Fidelity, FMTC, FASST, and  
FIL are 1,640,000 Shares, or approximately 11.40% of the  
outstanding Shares of the Company.  

(b)     FMR, through is control of Fidelity, investment advisor  
to the Fidelity Funds, and the Funds each has sole power to  
dispose of the Shares.  Neither FMR nor Mr. Johnson has the sole  
power to vote or direct the voting of the 463,700 Shares owned  
directly by the Fidelity Funds, which power resides with the  
Funds' Boards of Trustees.  Fidelity carries out the voting of  
the Shares under written guidelines established by the Funds'  
Board of Trustees.  FMR, through its control of FMTC, investment  
manager to the Accounts, and the Accounts each has sole  
dispositive power over 992,000 Shares and sole power to vote or  
to direct the voting of 992,000 Shares, and no power to vote or  
to direct the voting of 0 Shares owned by the Accounts.  FIL, FMR  
Corp., through its control of Fidelity, and FASST each has sole  
power to vote and to dispose of the 15,300 Shares held by FASST.    

(c)     Except as set forth in Schedule B, neither FMR, or any  
of its affiliates, nor, to the best knowledge of FMR, any of the  
persons named in Schedule A hereto has effected any transaction  
in Shares during the past sixty (60) days.  

Item 6. Contract, Arrangements, Understandings or Relationships  
With Respect to Securities of the Issuer.  

Neither FMR nor any of its affiliates nor, to the best  
knowledge of FMR, any of the persons named in Schedule A hereto  
has any joint venture, finder's fee, or other contract or  
arrangement with any person with respect to any securities of the  
Company.  

The Funds and Accounts may from time to time own debt  
securities issued by the Company or its direct or indirect  
subsidiaries, and may from time to time purchase and/or sell such  
debt securities.  

Item 7. Material to be Filed as Exhibits.  

Not Applicable.  

This statement speaks as of its date, and no inference  
should be drawn that no change has occurred in the facts set  
forth herein after the date hereof.  

Signature  

After reasonable inquiry and to the best of my knowledge and  
belief, I certify that the information set forth in this  
statement is true, complete and correct.  

FMR Corp.  

DATE:   May 1, 1997     By:     /s/Arthur  
Loring                    
Arthur Loring  
Vice President-Legal  

SCHEDULE A  

The name and present principal occupation or employment of  
each executive officer and director of FMR Corp. are set forth  
below.  The business address of each person is 82 Devonshire  
Street, Boston, Massachusetts 02109, and the address of the  
corporation or organization in which such employment is conducted  
is the same as his business address.  All of the persons listed  
below are U.S. citizens.  

POSITION WITH  
PRINCIPAL  
NAME    FMR CORP.       OCCUPATION  

Edward C. Johnson 3d    President, 
Chairman of the  
Director, CEO   Board and CEO, FMR  
Chairman &  
Mng. Director  

J. Gary Burkhead        Director        President-Fidelity  

Caleb Loring, Jr.       Director,       Director, FMR  
Mng. Director  

James C. Curvey Director,       Sr. V.P., FMR  
Sr. V.P.  

William L. Byrnes       Vice Chairman   Vice Chairman, FIL  
Director & Mng.  
Director  

Abigail P. Johnson      Director        Portfolio Mgr -  
Fidelity  
Management &  
Research  
Company  

Robert C. Pozen Sr. V.P. & Gen'l        Sr. V.P. & Gen'l  
Counsel Counsel, FMR  

David C. Weinstein      Sr. Vice President      Sr. Vice President  
Administration  Administration  

Gerald M. Lieberman     Sr. Vice Pres. -        Sr. Vice Pres. -  
Chief Financial Chief Financial   
Officer Officer  

SCHEDULE B  

Alaska Air Group Incorporated  

Three Fidelity Fund(s) purchased Shares since February 22, 1997  
at the dates and at the prices set forth below.  The transactions  
were made for cash in open market transactions or with other  
investment companies with the same or an affiliated investment  
advisor.  

DATE    SHARES  PRICE  

02/28/97        14,000  $24.3750  
03/11/97        10,500  25.2500  
04/18/97        8,000   24.9219  
04/22/97        8,000   24.7500  

SCHEDULE B  

Alaska Air Group Incorporated  

Five Fidelity Fund(s) sold Shares since February 22, 1997 at the  
dates and at the prices set forth below.  The transactions were  
made for cash in open market transactions or with other  
investment companies with the same or an affiliated investment  
advisor.  

DATE    SHARES  PRICE  

02/25/97        3,500   $25.0000  
02/26/97        800     24.8750  
02/28/97        18,000  24.4375  
03/11/97        10,500  25.2500  
03/18/97        38,800  26.3750  
03/21/97        58,500  27.0417  
03/24/97        10,200  26.7500  
04/07/97        17,200  25.1250  
04/08/97        11,400  24.6292  
04/10/97        6,200   24.7813  
04/17/97        11,500  24.9413  
04/22/97        18,200  24.7750  

SCHEDULE B  

Alaska Air Group Incorporated  

Three Account(s) purchased Shares since February 22, 1997 at the  
dates and at the prices set forth below.  The transactions were  
made for cash in open market transactions or with other  
investment companies with the same or an affiliated investment  
advisor.  

DATE    SHARES  PRICE  

02/25/97        9,000   $24.8056  
03/31/97        5,700   25.6250  

SCHEDULE B  

Alaska Air Group Incorporated  

Eight Account(s) sold Shares since February 22, 1997 at the dates  
and at the prices set forth below.  The transactions were made  
for cash in open market transactions or with other investment  
companies with the same or an affiliated investment advisor.  

DATE    SHARES  PRICE  

03/10/97        2,200   $24.8750  
03/12/97        2,800   26.0000  
03/20/97        2,100   27.3437  
03/21/97        3,000   26.9075  
04/07/97        12,800  25.1250  
04/08/97        18,200  24.6292  
04/10/97        14,000  24.7734  
04/15/97        9,800   24.4796  
04/17/97        17,200  24.9413  
04/22/97        29,900  24.7750  

SCHEDULE B  

Alaska Air Group Incorporated  

FASST sold Shares since February 22, 1997 at the dates and at the  
prices set forth below.  The transactions were made for cash in  
open market transactions or with other investment companies with  
the same or an affiliated investment advisor.  

DATE    SHARES  PRICE  

04/08/97        400     $24.6292  
04/17/97        1,300   24.9413  
04/22/97        1,900   24.7750