FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * LOVELESS KEITH   2. Issuer Name and Ticker or Trading Symbol ALASKA AIR GROUP, INC. [ALK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) VP/LEGAL & GENERAL COUNSEL (Last) (First) (Middle) 19300 INTERNATIONAL BLVD 3. Date of Earliest Transaction (Month/Day/Year) 11/01/2012 (Street) SEATTLE, WA 98188 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON STOCK ESPP (1)               2,220 D   RESTRICTED STOCK UNIT (2)               12,820 (3) D   COMMON STOCK 401(K) (4)               228 I ESOP TRUST COMMON STOCK 11/01/2012   M(5)   2,440 A $ 16.63 22,998 D   COMMON STOCK 11/01/2012   S(6)   2,440 D $ 39 20,558 D   COMMON STOCK 11/05/2012   M(6)   13,420 A $ 21.425 33,978 D   COMMON STOCK 11/05/2012   S(6)   13,420 (7) D $ 40.0067 20,558 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

EMPLOYEE STOCK OPTION (RT TO BUY)

$ 16.63

11/01/2012

M(6)

2,440

02/03/2011

02/03/2020

COMMON STOCK

2,440

$ 0

4,880

D

EMPLOYEE STOCK OPTION (RT TO BUY)

$ 21.425

11/05/2012

M(6)

13,420

01/31/2008

01/31/2017

COMMON STOCK

13,420

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LOVELESS KEITH 19300 INTERNATIONAL BLVD SEATTLE, WA 98188			VP/LEGAL & GENERAL COUNSEL

Signatures

/s/ Jeanne Gammon Attorney-in-Fact for Keith Loveless		11/05/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	SHARES HELD IN THE ALASKA AIR GROUP EMPLOYEE STOCK PURCHASE PLAN (ESPP) AS OF DECEMBER 31, 2011.
(2)	STOCK UNITS AWARDED UNDER THE 2008 PERFORMANCE INCENTIVE PLAN; NOT YET VESTED BUT NO LONGER SUBJECT TO FORFEITURE.
(3)	AN ERROR IN THE TOTAL NUMBER OF OUTSTANDING RESTRICTED STOCK UNITS HAS BEEN CORRECTED TO RECORD THE CORRECT ADJUSTED NUMBER OF UNITS SUBSEQUENT TO THE TWO-FOR-ONE SPLIT OF ALASKA AIR GROUP'S COMMON STOCK ON MARCH 16, 2012.
(4)	SHARES HELD IN THE ALASKA AIR GROUP INC. EMPLOYEE STOCK OWNERSHIP 401(K) PLAN TRUST AS OF DECEMBER 31, 2011.
(5)	SAME-DAY EXERCISE OF OPTIONS AND SALE EFFECTED PURSUANT TO A RULE 10b5-1 TRADING PLAN ADOPTED BY MR. LOVELESS ON 7/30/12.
(6)	SAME-DAY EXERCISE OF OPTIONS AND SALE EFFECTED PURSUANT TO A RULE 10b5-1 TRADING PLAN ADOPTED BY MR. LOVELESS ON 7/30/12.
(7)	THE PRICE REPORTED IN COLUMN 4 IS A WEIGHTED AVERAGE PRICE. THESE SHARES SOLD IN MULTIPLE TRANSACTIONS AT PRICES RANGING FROM $40.00 TO $40.12, INCLUSIVE. THE REPORTING PERSON UNDERTAKES TO PROVIDE TO ALASKA AIR GROUP, ANY SECURITY HOLDER OF ALASKA AIR GROUP, OR THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, UPON REQUEST, FULL INFORMATION REGARDING THE NUMBER OF SHARES SOLD AT EACH SEPARATE PRICE WITHIN THE RANGES SET FORTH IN THIS FOOTNOTE.

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