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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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

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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:_____________________

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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).