<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1996
                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ALASKA AIR GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        DELAWARE                                         91-1292054
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)             

                           19300 PACIFIC HIGHWAY SOUTH
                            SEATTLE, WASHINGTON 98188
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                             ALASKA AIR GROUP, INC.
                      1996 LONG-TERM INCENTIVE EQUITY PLAN
                            (FULL TITLE OF THE PLAN)

                               STEVEN G. HAMILTON
                    VICE PRESIDENT/LEGAL AND GENERAL COUNSEL
                             ALASKA AIR GROUP, INC.
                           19300 PACIFIC HIGHWAY SOUTH
                            SEATTLE, WASHINGTON 98188
                                 (206) 433-3131

 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                                    COPY TO:

                                STEPHEN A. MCKEON
                                  PERKINS COIE
                          1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099
                                 (206) 583-8888


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
  TITLE OF SECURITIES       NUMBER TO BE         PROPOSED MAXIMUM            PROPOSED MAXIMUM          AMOUNT OF
    TO BE REGISTERED         REGISTERED         OFFERING PRICE PER          AGGREGATE OFFERING      REGISTRATION FEE
                                                     SHARE(1)                    PRICE(1)
<S>                           <C>                     <C>                      <C>                       <C>   
Common Stock, par value        670,000
$1.00 per share(2)            Shares(3)               $23.625                  $15,828,750               $5,459
</TABLE>

(1)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
         the amount of the registration fee. The price per share is estimated to
         be $23.625 based on the average of the high ($24.125) and low ($23.125)
         sales prices for the Common Stock on July 31, 1996, as reported by the
         New York Stock Exchange.

(2)      Includes rights to purchase Series A Participating Preferred Stock
         associated with the Common Stock.

(3)      Together with an indeterminate number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the 1996 Long-Term Incentive Equity Plan as the result of any future
         stock dividend, stock split, spin-off, combination or exchange of
         shares, recapitalization, merger, consolidation, distribution to
         stockholders other than a normal cash dividend, or similar adjustment
         of the Registrant's outstanding Common Stock.
<PAGE>   2
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents are hereby incorporated by reference in this
Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the Securities and Exchange Commission (the
"Commission"), which contains certified financial statements for the most recent
fiscal year for which such statements have been filed;

                  (b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and

                  (c) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed with the Commission
on September 19, 1985 (Registration No. 1-8957), under Section 12(b) of the
Exchange Act, including any amendments or reports filed for the purpose of
updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment, which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful.

         Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that despite the


                                      II-1
<PAGE>   3
adjudication of liability, such person is fairly and reasonably entitled to
be indemnified for such expenses which the court shall deem proper.

         Section 145 of the DGCL further provides that to the extent a director
or officer of a Delaware corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and (b) or in the
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses actually and reasonably incurred by such person in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such person or incurred by him or her in any such capacity or arising out of his
or her status as such whether or not the corporation would have the power to
indemnify such person against such liabilities under Section 145.

         Article VIII of the Registrant's By-Laws requires indemnification to
the full extent permitted by the DGCL or other applicable law. Subject to any
restrictions imposed by such law, the By-Laws provide a right to indemnification
for all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts to be paid in settlement)
actually and reasonably incurred or suffered by the indemnitee in connection
with any actual or threatened action, suit or proceeding by reason of the fact
that such person is or was a director or officer of the Registrant or, being or
having been such a director, officer or an employee of the Registrant, he or she
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation or other entity. The By-Laws also
provide that, by action of its Board of Directors, the Registrant may approve
indemnification of any other person whom it has the power to indemnify under
DGCL. 

         Section 102(b)(7) of the DGCL provides that a corporation in its
original certificate of incorporation or an amendment thereto validly approved
by stockholders may eliminate or limit personal liability of members of its
board of directors or governing body for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase that was illegal or obtaining an improper personal
benefit. A provision of this type has no effect on the availability of equitable
remedies, such as injunction or rescission, for breach of fiduciary duty. The
Registrant's Certificate of Incorporation contains such a provision.

         The Registrant's officers and directors are covered by insurance (with
certain exceptions and with certain limitations) which indemnifies them against
losses and liabilities arising from certain alleged "wrongful acts," including
alleged errors or misstatements, or certain other alleged wrongful acts or
omissions constituting neglect or breach of duty.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
      Exhibit
      Number                                         Description
      -------                                        -----------

<S>                 <C>                                                                              
       5.1          Opinion of Perkins Coie regarding legality of the Common Stock being
                    registered

      23.1          Consent of Arthur Andersen LLP
</TABLE>


                                      II-2
<PAGE>   4
<TABLE>
<S>                 <C>                                                                         <C> 
      23.2          Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)

      24.1          Powers of Attorney (see page II-5)

      99.1          Alaska Air Group, Inc. 1996 Long-Term Incentive Equity Plan
</TABLE>

ITEM 9.  UNDERTAKINGS

A.       The undersigned Registrant hereby undertakes:

         (1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer of controlling person of the Registrant in the
successful defense of


                                      II-3
<PAGE>   5
any action, suit or proceeding) is asserted by such director, officer of
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                      II-4
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Seattle, State of Washington, on the 31st day of
July, 1996.

                          ALASKA AIR GROUP, INC.

                          By       /s/ John F. Kelly
                             -----------------------------------------------
                             John F. Kelly
                             Chairman of the Board, Chief Executive Officer and
                               President


                                POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
John F. Kelly and Harry G. Lehr and each of them as his or her attorney-in-fact,
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments, with the Securities and Exchange Commission or any regulatory
authority.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 31st day of July, 1996.

<TABLE>
<CAPTION>
        SIGNATURE                                           TITLE
        ---------                                           -----

<S>                                      <C>
      /s/John F. Kelly                   Chairman of the Board, Chief Executive Officer and President
 --------------------------  
      John F. Kelly                      (Principal Executive Officer)

     /s/ Harry G. Lehr                   Senior Vice President/Finance (Principal Financial and Accounting
 --------------------------
      Harry G. Lehr                      Officer)

    /s/ Bradley D. Tilden                Controller
 --------------------------
    Bradley D. Tilden

   /s/ William H. Clapp                  Director
 --------------------------
    William H. Clapp

  /s/ Ronald F. Cosgrave                 Director
 --------------------------
   Ronald F. Cosgrave
</TABLE>


                                      II-5
<PAGE>   7
<TABLE>
<S>                                      <C>

     /s/ Mary Jane Fate                  Director
 --------------------------
     Mary Jane Fate

   /s/ Bruce R. Kennedy                  Director
 --------------------------
    Bruce R. Kennedy

   /s/ R. Marc Langland                  Director
 --------------------------
    R. Marc Langland

    /s/ Byron I. Mallott                 Director
 --------------------------
    Byron I. Mallott

 /s/ Robert L. Parker, Jr.               Director
 --------------------------
  Robert L. Parker, Jr.

   /s/ Richard A. Wien                   Director
 --------------------------
     Richard A. Wien
</TABLE>


                                      II-6
<PAGE>   8
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     Exhibit
      Number                                         Description
     -------                                         -----------

<S>                 <C>
       5.1          Opinion of Perkins Coie regarding legality of the Common Stock being
                    registered

      23.1          Consent of Arthur Andersen LLP

      23.2          Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)

      24.1          Powers of Attorney (see page II-5)

      99.1          Alaska Air Group, Inc. 1996 Long-Term Incentive Equity Plan
</TABLE>


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18932}]
{"company-data": {"conformed-name": "ALASKA AIR GROUP INC", "cik": "0000766421", "assigned-sic": "4512", "irs-number": "911292054", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09547", "film-number": "96603495"}, "business-address": {"street1": "19300 PACIFIC HWY SOUTH", "city": "SEATTLE", "state": "WA", "zip": "98188", "phone": "2064333200"}, "mail-address": {"street1": "PO BOX 68947", "city": "SEATTLE", "state": "WA", "zip": "98168-0947"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1996
                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ALASKA AIR GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        DELAWARE                                         91-1292054
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)             

                           19300 PACIFIC HIGHWAY SOUTH
                            SEATTLE, WASHINGTON 98188
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                             ALASKA AIR GROUP, INC.
                      1996 LONG-TERM INCENTIVE EQUITY PLAN
                            (FULL TITLE OF THE PLAN)

                               STEVEN G. HAMILTON
                    VICE PRESIDENT/LEGAL AND GENERAL COUNSEL
                             ALASKA AIR GROUP, INC.
                           19300 PACIFIC HIGHWAY SOUTH
                            SEATTLE, WASHINGTON 98188
                                 (206) 433-3131

 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                                STEPHEN A. MCKEON
                                  PERKINS COIE
                          1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099
                                 (206) 583-8888

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES       NUMBER TO BE         PROPOSED MAXIMUM            PROPOSED MAXIMUM          AMOUNT OF
    TO BE REGISTERED         REGISTERED         OFFERING PRICE PER          AGGREGATE OFFERING      REGISTRATION FEE
                                                     SHARE(1)                    PRICE(1)
Common Stock, par value        670,000
$1.00 per share(2)            Shares(3)               $23.625                  $15,828,750               $5,459
(1)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
         the amount of the registration fee. The price per share is estimated to
         be $23.625 based on the average of the high ($24.125) and low ($23.125)
         sales prices for the Common Stock on July 31, 1996, as reported by the
         New York Stock Exchange.

(2)      Includes rights to purchase Series A Participating Preferred Stock
         associated with the Common Stock.

(3)      Together with an indeterminate number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the 1996 Long-Term Incentive Equity Plan as the result of any future
         stock dividend, stock split, spin-off, combination or exchange of
         shares, recapitalization, merger, consolidation, distribution to
         stockholders other than a normal cash dividend, or similar adjustment
         of the Registrant's outstanding Common Stock.
2
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents are hereby incorporated by reference in this
Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the Securities and Exchange Commission (the
"Commission"), which contains certified financial statements for the most recent
fiscal year for which such statements have been filed;

                  (b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and

                  (c) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed with the Commission
on September 19, 1985 (Registration No. 1-8957), under Section 12(b) of the
Exchange Act, including any amendments or reports filed for the purpose of
updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment, which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful.

         Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that despite the

                                      II-1
3
adjudication of liability, such person is fairly and reasonably entitled to
be indemnified for such expenses which the court shall deem proper.

         Section 145 of the DGCL further provides that to the extent a director
or officer of a Delaware corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and (b) or in the
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses actually and reasonably incurred by such person in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such person or incurred by him or her in any such capacity or arising out of his
or her status as such whether or not the corporation would have the power to
indemnify such person against such liabilities under Section 145.

         Article VIII of the Registrant's By-Laws requires indemnification to
the full extent permitted by the DGCL or other applicable law. Subject to any
restrictions imposed by such law, the By-Laws provide a right to indemnification
for all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts to be paid in settlement)
actually and reasonably incurred or suffered by the indemnitee in connection
with any actual or threatened action, suit or proceeding by reason of the fact
that such person is or was a director or officer of the Registrant or, being or
having been such a director, officer or an employee of the Registrant, he or she
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation or other entity. The By-Laws also
provide that, by action of its Board of Directors, the Registrant may approve
indemnification of any other person whom it has the power to indemnify under
DGCL. 

         Section 102(b)(7) of the DGCL provides that a corporation in its
original certificate of incorporation or an amendment thereto validly approved
by stockholders may eliminate or limit personal liability of members of its
board of directors or governing body for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase that was illegal or obtaining an improper personal
benefit. A provision of this type has no effect on the availability of equitable
remedies, such as injunction or rescission, for breach of fiduciary duty. The
Registrant's Certificate of Incorporation contains such a provision.

         The Registrant's officers and directors are covered by insurance (with
certain exceptions and with certain limitations) which indemnifies them against
losses and liabilities arising from certain alleged "wrongful acts," including
alleged errors or misstatements, or certain other alleged wrongful acts or
omissions constituting neglect or breach of duty.

ITEM 8.  EXHIBITS
Exhibit
      Number                                         Description
      -------                                        -----------
5.1          Opinion of Perkins Coie regarding legality of the Common Stock being
                    registered

      23.1          Consent of Arthur Andersen LLP
II-2
4
23.2          Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)

      24.1          Powers of Attorney (see page II-5)

      99.1          Alaska Air Group, Inc. 1996 Long-Term Incentive Equity Plan
ITEM 9.  UNDERTAKINGS

A.       The undersigned Registrant hereby undertakes:

         (1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer of controlling person of the Registrant in the
successful defense of

                                      II-3
5
any action, suit or proceeding) is asserted by such director, officer of
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-4
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Seattle, State of Washington, on the 31st day of
July, 1996.

                          ALASKA AIR GROUP, INC.

                          By       /s/ John F. Kelly
                             -----------------------------------------------
                             John F. Kelly
                             Chairman of the Board, Chief Executive Officer and
                               President

                                POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
John F. Kelly and Harry G. Lehr and each of them as his or her attorney-in-fact,
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments, with the Securities and Exchange Commission or any regulatory
authority.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 31st day of July, 1996.
SIGNATURE                                           TITLE
        ---------                                           -----
/s/John F. Kelly                   Chairman of the Board, Chief Executive Officer and President
 --------------------------  
      John F. Kelly                      (Principal Executive Officer)

     /s/ Harry G. Lehr                   Senior Vice President/Finance (Principal Financial and Accounting
 --------------------------
      Harry G. Lehr                      Officer)

    /s/ Bradley D. Tilden                Controller
 --------------------------
    Bradley D. Tilden

   /s/ William H. Clapp                  Director
 --------------------------
    William H. Clapp

  /s/ Ronald F. Cosgrave                 Director
 --------------------------
   Ronald F. Cosgrave
II-5
7
/s/ Mary Jane Fate                  Director
 --------------------------
     Mary Jane Fate

   /s/ Bruce R. Kennedy                  Director
 --------------------------
    Bruce R. Kennedy

   /s/ R. Marc Langland                  Director
 --------------------------
    R. Marc Langland

    /s/ Byron I. Mallott                 Director
 --------------------------
    Byron I. Mallott

 /s/ Robert L. Parker, Jr.               Director
 --------------------------
  Robert L. Parker, Jr.

   /s/ Richard A. Wien                   Director
 --------------------------
     Richard A. Wien
II-6
8
                                INDEX TO EXHIBITS
Exhibit
      Number                                         Description
     -------                                         -----------
5.1          Opinion of Perkins Coie regarding legality of the Common Stock being
                    registered

      23.1          Consent of Arthur Andersen LLP

      23.2          Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)

      24.1          Powers of Attorney (see page II-5)

      99.1          Alaska Air Group, Inc. 1996 Long-Term Incentive Equity Plan
II-7