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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 17, 2003

ALASKA AIR GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)
Delaware | | 1-8957 | | 91-1292054
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number)
19300 Pacific Highway South, Seattle, Washington | | 98188
(Address of Principal Executive Offices) | | (Zip Code)
Registrant’s telephone number, including area code (206) 431-7040

TABLE OF CONTENTS
| ITEM 5. OTHER EVENTS
| ITEM 7. EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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ITEM 5. OTHER EVENTS

     On March 17, 2003, Alaska Air Group, Inc. issued a press release announcing the Company’s intention to make a private offering of floating rate senior convertible notes due 2023, subject to market and other conditions.

     The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

ITEM 7. EXHIBITS

     99.1          Press Release dated March 17, 2003

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

March 18, 2003

ALASKA AIR GROUP, INC.
 
/s/ Terri K. Maupin

Terri K. Maupin
Staff Vice President/Finance and Controller

March 18, 2003

/s/ Bradley D. Tilden

Bradley D. Tilden
Executive Vice President/Finance and
Chief Financial Officer

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EXHIBIT INDEX
Exhibit | |
No. | | Description of Exhibit
99.1 | | Press Release dated March 17, 2003
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EXHIBIT 99.1

ALASKA AIR GROUP, INC. COMMENCES PRIVATE PLACEMENT OF FLOATING RATE SENIOR
CONVERTIBLE NOTES DUE 2023

March 17, 2003 08:51 PM  EST, Eastern US

SEATTLE--March 17, 2003--Alaska Air Group, Inc. announced today that it is
commencing a private placement of an expected $125 million of floating rate
senior convertible notes due 2023.

The private placement will be conducted pursuant to Rule 144A of the Securities
Act of 1933, as amended. An additional $25 million of notes may be sold to
satisfy any overallotment.

The notes would be convertible, at the option of the holder, only upon the
occurrence of certain events into shares of ALK's common stock at a conversion
rate to be determined at the time of pricing.

The notes will be senior unsecured obligations and will rank equally with the
company's future senior unsecured indebtedness.

A portion of the net proceeds from the offering will be used to purchase U.S.
government securities, the proceeds of which will act as collateral for the
first 3 years of interest payments on the notes. The company intends to use the
remaining net proceeds from the offering for working capital requirements and
general corporate purposes.

The notes and the common stock issuable upon conversion of the notes will not be
registered under the Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in the United States, except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. This
press release does not constitute an offer to sell or the solicitation of an
offer to buy the notes.

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