<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997

                                                    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
         (State or Other Jurisdiction of Incorporation or Organization)

                                   91-1292054
                      (I.R.S. Employer Identification No.)

                           19300 PACIFIC HIGHWAY SOUTH
                            SEATTLE, WASHINGTON 98188
          (Address of Principal Executive Offices, including Zip Code)

                             ALASKA AIR GROUP, INC.
                       PROFIT SHARING STOCK PURCHASE PLAN
                                       AND
                            1997 NONOFFICER LONG-TERM
                              INCENTIVE EQUITY PLAN
                            (Full Title of the Plans)

                              ---------------------

                                 KEITH LOVELESS
                Associate General Counsel and Corporate Secretary
                             Alaska Air Group, Inc.
                           19300 Pacific Highway South
                            Seattle, Washington 98188
                                 (206) 431-3731
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                               -------------------

                                    COPY TO:
                                  J. Sue Morgan
                                  Perkins Coie
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099
                                 (206) 583-8888

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
     TITLE OF SECURITIES            AMOUNT TO BE     OFFERING PRICE       AGGREGATE OFFERING       REGISTRATION
       TO BE REGISTERED              REGISTERED       PER SHARE(1)             PRICE(1)                FEE
---------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                   <C>                    <C>
Common Stock, $1.00 par value
  per share(2)
    Profit Sharing Stock
      Purchase Plan                 2,000,000(3)        $34.3437              $68,687,400            $20,815
    1997 Nonofficer Long-Term
      Incentive Plan                  250,000(3)        $34.3437              $ 8,585,925            $ 2,602
                                                                      (Total) $77,273,325    (Total) $23,417
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 under the Securities Act of 1933, as amended. The price
    per share is estimated to be $34.3437, based on the average of the high
    sales price ($34.6875) and the low sales price ($34.00) for the Registrant's
    Common Stock as reported on the New York Stock Exchange on November 5, 1997.

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

(3) Includes an indeterminate number of additional shares that may be necessary
    to adjust the number of shares reserved for issuance pursuant to the plans
    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 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, 1996, filed on February 15, 1997 with the Securities and Exchange
Commission (the "Commission") under Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), 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 Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K 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.

        Any document filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment that indicates that the securities offered hereby
have been sold or that 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 date
on which such document is 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


                                   II-1

<PAGE>   3

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 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.

        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 of 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.
Article 11 of the Registrant's Certificate of Incorporation provides for such
limitation of liabilities to the full extent permitted by the DGCL.

        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
</TABLE>



                                    II-2
<PAGE>   4

<TABLE>
          <S>       <C>
          23.1      Consent of Arthur Andersen LLP
          23.2      Consent of Perkins Coie (included in its Opinion filed as Exhibit 5.1)
          24.1      Power of Attorney (see page II-4)
          99.1      Alaska Air Group, Inc. Profit Sharing Stock Purchase Plan
          99.2      Alaska Air Group, Inc. 1997 Nonofficer 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:

                (a)     To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");

                (b)     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

                (c)     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)(a) and (1)(b) 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 that 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 benefits 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


                                    II-3
<PAGE>   5


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 or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or 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 of 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.

                                   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 6th day of
November, 1997.

                                       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 signature appears below hereby authorizes John F. Kelly and
Harry G. Lehr, and each of them, as attorneys-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 or all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the 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 6th day of November, 1997.



<TABLE>
<CAPTION>
            SIGNATURE                                   TITLE
-----------------------------------    -----------------------------------------
<S>                                    <C>

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

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

    /s/ Bradley D. Tilden
-----------------------------------    Controller
        Bradley D. Tilden
</TABLE>



                                   II-4
<PAGE>   6

<TABLE>
<S>                                    <C>

   /s/ Ronald F. Cosgrave
-----------------------------------    Director
       Ronald F. Cosgrave

     /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/ John V. Rindlaub
-----------------------------------    Director
        John V. Rindlaub

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



                                 II-5

<PAGE>   7



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER       DESCRIPTION
------       -------------------------------------------------------------------
   <S>       <C>
    5.1      Opinion of Perkins Coie regarding legality of Common Stock being
             registered

   23.1      Consent of Arthur Andersen LLP

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

   24.1      Power of Attorney (see page II-4)

   99.1      Alaska Air Group, Inc. Profit Sharing Stock Purchase Plan

   99.2      Alaska Air Group, Inc. 1997 Nonofficer Long-Term Incentive Equity Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19803}]
{"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": "333-39889", "film-number": "97711416"}, "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 NOVEMBER 10, 1997

                                                    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
         (State or Other Jurisdiction of Incorporation or Organization)

                                   91-1292054
                      (I.R.S. Employer Identification No.)

                           19300 PACIFIC HIGHWAY SOUTH
                            SEATTLE, WASHINGTON 98188
          (Address of Principal Executive Offices, including Zip Code)

                             ALASKA AIR GROUP, INC.
                       PROFIT SHARING STOCK PURCHASE PLAN
                                       AND
                            1997 NONOFFICER LONG-TERM
                              INCENTIVE EQUITY PLAN
                            (Full Title of the Plans)

                              ---------------------

                                 KEITH LOVELESS
                Associate General Counsel and Corporate Secretary
                             Alaska Air Group, Inc.
                           19300 Pacific Highway South
                            Seattle, Washington 98188
                                 (206) 431-3731
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                               -------------------

                                    COPY TO:
                                  J. Sue Morgan
                                  Perkins Coie
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099
                                 (206) 583-8888

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
     TITLE OF SECURITIES            AMOUNT TO BE     OFFERING PRICE       AGGREGATE OFFERING       REGISTRATION
       TO BE REGISTERED              REGISTERED       PER SHARE(1)             PRICE(1)                FEE
---------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value
  per share(2)
    Profit Sharing Stock
      Purchase Plan                 2,000,000(3)        $34.3437              $68,687,400            $20,815
    1997 Nonofficer Long-Term
      Incentive Plan                  250,000(3)        $34.3437              $ 8,585,925            $ 2,602
                                                                      (Total) $77,273,325    (Total) $23,417
---------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 under the Securities Act of 1933, as amended. The price
    per share is estimated to be $34.3437, based on the average of the high
    sales price ($34.6875) and the low sales price ($34.00) for the Registrant's
    Common Stock as reported on the New York Stock Exchange on November 5, 1997.

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

(3) Includes an indeterminate number of additional shares that may be necessary
    to adjust the number of shares reserved for issuance pursuant to the plans
    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 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, 1996, filed on February 15, 1997 with the Securities and Exchange
Commission (the "Commission") under Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), 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 Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K 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.

        Any document filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment that indicates that the securities offered hereby
have been sold or that 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 date
on which such document is 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

                                   II-1
3

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 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.

        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 of 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.
Article 11 of the Registrant's Certificate of Incorporation provides for such
limitation of liabilities to the full extent permitted by the DGCL.

        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
II-2
4
23.1      Consent of Arthur Andersen LLP
          23.2      Consent of Perkins Coie (included in its Opinion filed as Exhibit 5.1)
          24.1      Power of Attorney (see page II-4)
          99.1      Alaska Air Group, Inc. Profit Sharing Stock Purchase Plan
          99.2      Alaska Air Group, Inc. 1997 Nonofficer 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:

                (a)     To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");

                (b)     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

                (c)     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)(a) and (1)(b) 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 that 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 benefits 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

                                    II-3
5

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 or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or 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 of 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.

                                   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 6th day of
November, 1997.

                                       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 signature appears below hereby authorizes John F. Kelly and
Harry G. Lehr, and each of them, as attorneys-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 or all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the 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 6th day of November, 1997.
SIGNATURE                                   TITLE
-----------------------------------    -----------------------------------------
/s/ John F. Kelly                Chairman of the Board, Chief Executive
-----------------------------------    Officer and President
          John F. Kelly

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

    /s/ Bradley D. Tilden
-----------------------------------    Controller
        Bradley D. Tilden
II-4
6
/s/ Ronald F. Cosgrave
-----------------------------------    Director
       Ronald F. Cosgrave

     /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/ John V. Rindlaub
-----------------------------------    Director
        John V. Rindlaub

     /s/ Richard A. Wien
-----------------------------------    Director
         Richard A. Wien
II-5
7

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER       DESCRIPTION
------       -------------------------------------------------------------------
5.1      Opinion of Perkins Coie regarding legality of Common Stock being
             registered

   23.1      Consent of Arthur Andersen LLP

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

   24.1      Power of Attorney (see page II-4)

   99.1      Alaska Air Group, Inc. Profit Sharing Stock Purchase Plan

   99.2      Alaska Air Group, Inc. 1997 Nonofficer Long-Term Incentive Equity Plan