Exhibit 10.1



PURCHASE AGREEMENT

between

THE BOEING COMPANY

and

ALASKA AIRLINES, INC.






Relating to Boeing Model 737 Aircraft

Purchase Agreement Number 1954

TABLE OF CONTENTS

		Page	SA
		Number	Number

ARTICLES

1.	Subject Matter of Sale	1-1

2.	Delivery, Title and Risk
of Loss	2-1

3.	Price of Aircraft	3-1

4.	Taxes	4-1

5.	Payment	5-1

6.	Excusable Delay	6-1

7.	Changes to the Detail
Specification	7-1

8.	Federal Aviation Requirements and
Certificates and Export License	8-1

9.	Representatives, Inspection,
Flights and Test Data	9-1

10.	Assignment, Resale or Lease	10-1

11.	Termination for Certain Events	11-1

12.	Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance	12-1

13.	Buyer Furnished Equipment and
Spare Parts	13-1

14.	Contractual Notices and Requests	14-1

15.	Miscellaneous	15-1

TABLES

1.	Aircraft Deliveries and
Descriptions	S-1



TABLE OF CONTENTS


		SA
		Number

EXHIBITS


A	Aircraft Configuration		

B	Product Assurance Document		

C	Customer Support Document		

D	Price Adjustments Due to
Economic Fluctuations -
Airframe and Engines		

E	Buyer Furnished Equipment
Provisions Document		

F	Defined Terms Document		


LETTER AGREEMENTS


1954-1	Promotion Support		

1954-2	Seller Purchased Equipment		

1954-3	Option Aircraft.......................	

1954-4	Spares Initial Provisioning...........	

1954-5	Escalation Sharing....................	

1954-6	Waiver of Aircraft Demonstration		
Flights...........	

1954-7	Additional Purchase Agreement .........	
Provisions.............................

TABLE OF CONTENTS


		SA
		Number

RESTRICTED LETTER AGREEMENTS


6-1162-DSF-003  [Confidential Treatment Requested]

6-1162-DSF-004  [Confidential Treatment Requested]

6-1162-DSF-005  [Confidential Treatment Requested]

6-1162-DSF-006  [Confidential Treatment Requested]

6-1162-DSF-008  [Confidential Treatment Requested]

6-1162-DSF-009  [Confidential Treatment Requested]

6-1162-DSF-012  [Confidential Treatment Requested]

6-1162-DSF-016  Special Purchase Agreement Provisions  	
  [Confidential Treatment Requested]




PURCHASE AGREEMENT NO. 1954

Relating to

BOEING MODEL 737-490 AIRCRAFT

                          


	This Agreement is entered into as of September 18, 1996 by and 
between The Boeing Company, a Delaware corporation, with its principal 
office in Seattle, Washington (Boeing), and Alaska Airlines, Inc., an 
Alaska corporation, with its principal office in the City of Seattle, State 
of Washington (Buyer).


Accordingly, Boeing and Buyer agree as follows:

ARTICLE 1.	Subject Matter of Sale.

	1.1	The Aircraft.  Boeing will manufacture and deliver to Buyer 
and Buyer will purchase and accept delivery from Boeing of twelve (12) 
Boeing Model 737-490             aircraft (the Aircraft) manufactured in 
accordance with Boeing detail specification D6-38900-4-1C dated August 29, 
1996, as described in Exhibit A, as modified from time to time in 
accordance with this Agreement (Detail Specification).

	1.2	Additional Goods and Services.  In connection with the sale 
of the Aircraft, Boeing will also provide to Buyer certain other things 
under this Agreement, including data, documents, training and services, all 
as described in this Agreement.

	1.3	Performance Guarantees.  Any performance guarantees 
applicable to the Aircraft will be expressly included in this Agreement.  
Where performance guarantees are included in this Agreement other than 
within the Detail Specification, such guarantees will be treated as being 
incorporated in the Detail Specification by this reference.  

	1.4	Defined Terms.  For ease of use, certain terms are treated as 
defined terms in this Agreement.  Such terms are identified with a capital 
letter and set forth and/or defined in Exhibit F.

ARTICLE 2.	Delivery, Title and Risk of Loss.

	2.1	Time of Delivery.  The Aircraft will be delivered to Buyer by 
Boeing, and Buyer will accept delivery of the Aircraft, in accordance with 
the schedule set forth in Table 1.

	2.2	Notice of Target Delivery Date.  Boeing will give Buyer 
notice of the Target Delivery Date of the Aircraft approximately 30 days 
prior to the scheduled month of delivery.

	2.3	Notice of Delivery Date.  Boeing will give Buyer at least 7 
days notice of the delivery date of the Aircraft.  If an Aircraft delivery 
is delayed beyond such delivery date due to the responsibility of Buyer, 
Buyer will reimburse Boeing for all costs incurred by Boeing as a result of 
such delay, including amounts for storage, insurance, Taxes, preservation 
or protection of the Aircraft and interest on payments due.

	2.4	Place of Delivery.  The Aircraft will be delivered at a 
facility selected by Boeing in the State of Washington, unless mutually 
agreed otherwise.

	2.5	Title and Risk of Loss.  Title to and risk of loss of an 
Aircraft will pass from Boeing to Buyer upon delivery of such Aircraft, but 
not prior thereto.

	2.6	Bill of Sale.  Upon delivery of an Aircraft Boeing will 
deliver to Buyer a bill of sale conveying good title to such Aircraft, free 
of any encumbrances.

ARTICLE 3.	Price of Aircraft.

	3.1	Definitions.

		3.1.1	Special Features are the features incorporated in 
Exhibit A which have been selected by Buyer.

		3.1.2	Base Airframe Price is the Aircraft Basic Price 
excluding the price of Special Features and Engines.

		3.1.3	Engine Price is the price established by the Engine 
manufacturer for the Engines installed on the Aircraft including all 
accessories, equipment and parts set forth in Exhibit D.

		3.1.4	Aircraft Basic Price is comprised of the Base Airframe 
Price, the Engine Price and the price of the Special Features.

		3.1.5	Economic Price Adjustment is the adjustment to the 
Aircraft Basic Price (Base Airframe, Engine and Special Features) as 
calculated pursuant to Exhibit D.

		3.1.6	Aircraft Price is the total amount Buyer is to pay for 
the Aircraft at the time of delivery.

	3.2	Aircraft Basic Price.

		The Aircraft Basic Price, expressed in July 1995 dollars, is 
set forth below:

	Base Airframe Price:	[Confidential Treatment Requested]
	Special Features	[Confidential Treatment Requested]
	Engine Price	[Confidential Treatment Requested]
	Aircraft Basic Price	[Confidential Treatment Requested]


	3.3	Aircraft Price.  The Aircraft Price will be established at 
the time of delivery of such Aircraft to Buyer and will be the sum of:

		3.3.1	the Aircraft Basic Price, which is [Confidential 
Treatment Requested]

		3.3.2	the Economic Price Adjustments for the Aircraft Basic 
Price, as calculated pursuant to the formulas set forth in Exhibit D (Price 
Adjustments Due to Economic Fluctuations - Airframe and Engine); plus

		3.3.3	other price adjustments made pursuant to this 
Agreement or other written agreements executed by Boeing and Buyer.


	3.4	Advance Payment Base Price.

		3.4.1	Advance Payment Base Price.  For advance payment 
purposes, the following estimated delivery prices of the Aircraft have been 
established, using currently available forecasts of the escalation factors 
used by Boeing as of the date of signing this Agreement.  The Advance 
Payment Base Price of each Aircraft is set forth in Table 1.

ARTICLE 4.	Taxes.

	4.1	Taxes.  Buyer will pay all Taxes imposed by any domestic or 
foreign taxing authority arising out of or in connection with this 
Agreement or performance pursuant to it.  In this Agreement, "Taxes" are 
defined as all taxes, fees, charges or duties and any interest, penalties, 
fines, or other additions to tax, including, but not limited to, sales, 
use, value added, gross receipts, stamp, excise, transfer and similar 
taxes, except U.S. federal income taxes and Washington State business and 
occupation tax imposed on Boeing.

	4.2	Taxes Relating to Buyer Furnished Equipment.  Buyer is 
responsible for the proper filing of all tax returns, reports and 
declarations and payment of all taxes related to or imposed on Buyer 
Furnished Equipment.

	4.3	Reimbursement of Boeing.  Buyer will promptly reimburse 
Boeing on demand, net of additional taxes thereon, for any Taxes that are 
imposed on and paid by Boeing or for which Boeing is responsible for 
collecting.


ARTICLE 5.	Payment.

	5.1	Advance Payment Schedule.  Advance payment for each Aircraft 
will be made to Boeing by Buyer as follows:

Due Date of Payment	Amount Due /per Aircraft/
	(Percentage times
	Advance Payment Base Price)


Upon signing the Agreement	1% (less the
		Deposit)

24 months prior to the first	4%
day of the scheduled delivery
month of the Aircraft

21 months prior to the first	5%
day of the scheduled delivery
month of the Aircraft

18 months prior to the first	5%
day of the scheduled delivery
month of the Aircraft

12 months prior to the first	5%
day of the scheduled delivery
month of the Aircraft

9 months prior to the first	5%
day of the scheduled delivery
month of the Aircraft

6 months prior to the first	5%
day of the scheduled delivery
month of the Aircraft/	   

	Total		30%


	5.2	Payment at Delivery.  The Aircraft Price, less Advance 
Payments received by Boeing, is due on delivery of such Aircraft to Buyer.

	5.3	Form of Payments.  All payments due hereunder will be made by 
Buyer to Boeing by unconditional deposit in a bank account in the United 
States designated by Boeing or in other immediately available funds.  All 
prices and payments set forth in this Agreement are in United States 
Dollars.

	5.4	Monetary and Government Regulations.  Buyer will be 
responsible for complying with all monetary control regulations and for 
obtaining necessary governmental authorizations related to payments 
hereunder.

ARTICLE 6.	Excusable Delay.

	6.1	General.  Boeing will not be liable for or be deemed to be in 
default under this Agreement on account of any delay in delivery of any 
Aircraft or other performance hereunder arising out of causes such as:  
acts of God; war, armed hostilities, riots, fires, floods, earthquakes or 
serious accidents; governmental acts or failures to act affecting 
materials, facilities or Aircraft; strikes or labor troubles causing 
cessation, slowdown or interruption of work; damage to an Aircraft; failure 
of or delay in transportation; or inability, after due and timely 
diligence, to procure materials, systems, accessories, equipment or parts; 
or arising out of any other cause to the extent it is beyond Boeing's 
control or not occasioned by Boeing's fault or negligence.  A delay 
resulting from such causes is referred to as an "Excusable Delay".

	6.2	Excusable Delay of 12 Months.

		6.2.1	Anticipated Delay.  If Boeing concludes, based on its 
appraisal of the facts and normal scheduling procedures, that due to an 
Excusable Delay, delivery of an Aircraft will be delayed more than 12 
months beyond the month in which delivery is scheduled, Boeing will 
promptly so notify Buyer in writing and either party may then terminate 
this Agreement with respect to such Aircraft by giving written notice to 
the other within 15 days after receipt by Buyer of Boeing's notice.  
Failure of a party to terminate the purchase of an Aircraft for an 
Excusable Delay pursuant to this paragraph results in a waiver of that 
party's right to terminate the purchase of such Aircraft for any delay in 
delivery caused by such Excusable Delay.

		6.2.2	Actual Delay.  If, due to an Excusable Delay, delivery 
of an Aircraft is delayed for more than 12 months beyond the month in which 
delivery is scheduled, and such right to terminate has not been waived 
under paragraph 6.2.1, either party may terminate this Agreement with 
respect to such Aircraft by giving written notice to the other within 15 
days after the expiration of such 12-month period.

	6.3	Aircraft Damaged Beyond Repair.  If, prior to delivery, an 
Aircraft is destroyed or damaged beyond economic repair due to any cause, 
Boeing will promptly notify Buyer in writing and either party may then 
terminate this Agreement with respect to such Aircraft.  If Boeing does not 
so terminate this Agreement with respect to such Aircraft, such notice will 
specify the earliest date reasonably possible, consistent with Boeing's 
other contractual commitments and production capabilities, by which Boeing 
will deliver a replacement for such Aircraft.  This Agreement will 
thereupon terminate as to such Aircraft, unless Buyer gives Boeing written 
notice, within 30 days after receipt of Boeing's notice, that Buyer desires 
the proposed replacement for such Aircraft.

	6.4	Agreement Revision.  If an Aircraft is delayed, or destroyed 
or damaged beyond economic repair, and this Agreement is not terminated 
pursuant to this Article, this Agreement will be appropriately revised.

	6.5	Agreement Termination.

		6.5.1	Termination under this Article will discharge all 
obligations and liabilities of Boeing and Buyer hereunder with respect to 
terminated Aircraft and all related undelivered items and services, except 
that Boeing will return to Buyer, without interest, all advance payments 
related to such Aircraft,

		6.5.2	If either party terminates this Agreement as to any 
Aircraft pursuant to this Article, Boeing may, upon written notice to Buyer 
within 30 days after such termination, purchase from Buyer any Buyer 
Furnished Equipment related to such Aircraft, at the invoice prices paid, 
or contracted to be paid, by Buyer.

	6.6	Exclusive Rights.  The termination rights set forth in this 
Article are in substitution for any and all other rights of termination or 
contract lapse or any other claim arising by operation of law by virtue of 
delays in performance covered by this Article.

ARTICLE 7.	Changes to the Detail Specification.

	7.1	Development Changes.  Boeing may, at its own expense and 
without Buyer's consent, incorporate Development Changes in the Detail 
Specification and the Aircraft prior to delivery to Buyer.  Development 
Changes are defined as changes to the basic specification for 
Model 737           aircraft that do not affect the Aircraft Purchase Price 
or adversely affect Aircraft delivery, guaranteed weight, guaranteed 
performance or compliance with the interchangeability or replaceability 
requirements set forth in the Detail Specification.  If Boeing makes 
changes pursuant to this paragraph, Boeing will promptly notify Buyer of 
such changes.

	7.2	Change Orders.  The Detail Specification and associated 
provisions of this Agreement may be amended by Change Order or other 
written agreement, which will state the particular changes to be made and 
any effect on design, performance, weight, balance, time of delivery, 
Aircraft Basic Price and Advance Payment Base Price.


ARTICLE 8.	Federal Aviation Requirements and Certificates.

	8.1	FAA Certificates.

		8.1.1	Boeing will obtain from the Federal Aviation 
Administration (FAA):

			8.1.1.1  a Type Certificate (transport category) 
issued pursuant to Part 21 of the Federal Aviation Regulations for the type 
of aircraft covered by this Agreement, and

			8.1.1.2  a Standard Airworthiness Certificate for each 
Aircraft issued pursuant to Part 21 of the Federal Aviation Regulations, 
which will be provided to Buyer with delivery of the Aircraft.

		8.1.2	Boeing will not be obligated to obtain any other 
certificates or approvals for the Aircraft.

		8.1.3	If the use of either FAA certificate is discontinued 
prior to delivery of an Aircraft, references in this Agreement to such 
discontinued certificate will be deemed references to its superseding FAA 
certificate.  If the FAA does not issue a superseding certificate, Boeing's 
only obligation under this paragraph will be to comply with the Detail 
Specification.

	8.2	FAA Manufacturer Changes.

		8.2.1	If the FAA, or any other governmental agency having 
jurisdiction, requires any change to the Aircraft, data relating to the 
Aircraft, or testing of the Aircraft in order to obtain the Standard 
Airworthiness Certificate (Manufacturer Change), such Manufacturer Change 
will be made prior to delivery of such Aircraft.

		8.2.2	If prior to Aircraft delivery a Manufacturer Change is 
required to be incorporated in an Aircraft, it will be incorporated at no 
charge to Buyer, unless the requirement is promulgated subsequent to the 
date of this Agreement, in which case Buyer will pay Boeing's 


charge only for Aircraft scheduled for delivery to Buyer 18 months or more 
after the date of this Agreement.

	8.3	FAA Operator Changes.

		8.3.1	Boeing will deliver each Aircraft with the changes in 
equipment incorporated (or, at Boeing's sole discretion, with suitable 
provisions for the incorporation of such equipment) that is required by 
Federal Aviation Regulations which (i) are generally applicable with 
respect to transport category aircraft to be used in United States 
certified air carriage and (ii) have to be complied with on or before the 
date of delivery of such Aircraft (Operator Changes).

		8.3.2	If Operator Changes are incorporated in an Aircraft, 
Buyer will pay Boeing's charge applicable to such Aircraft.

	8.4	Delays; Changes to this Agreement.  If delivery of an 
Aircraft is delayed due to the incorporation of a Manufacturer Change or an 
Operator Change, the delivery of the Aircraft will be appropriately revised 
to reflect such delay.  This Agreement will also be revised to reflect 
appropriate changes in the Aircraft Price, design, performance, weight and 
balance due to the incorporation of a Manufacturer Change or an Operator 
Change.


ARTICLE 9.	Representatives, Inspection,
Flights and Test Data.

	9.1	Office Space at Boeing.  From a date 12 months prior to 
delivery of the first Aircraft, and until the delivery of the last 
Aircraft, Boeing will furnish, without additional charge, suitable office 
space and equipment in or conveniently located near its plant in Seattle 
for the accommodation of up to three (3) personnel of Buyer.

	9.2	Inspection by Buyer.  Designated representatives of Buyer may 
inspect the manufacturing of the Aircraft at all reasonable times.  
However, if access to any part of Boeing's plant is restricted by the 
United States Government, Boeing will be allowed a reasonable time to 
arrange for inspection elsewhere.  All inspections by Buyer's 
representatives will be performed so as not to hinder manufacture or 
performance by Boeing.

	9.3	Aircraft Flight.  Prior to delivery, each Aircraft will be 
flown by Boeing for such periods as may be required to demonstrate to Buyer 
the function of the Aircraft and its equipment in accordance with Boeing's 
production flight test procedures.  The aggregate duration of such flights 
will be not less than 1-1/2 hours or more than 4 hours.  Five persons 
designated by Buyer may participate in such flights as observers.

	9.4	Test Data.  Boeing will furnish to Buyer, as soon as 
practicable, flight test data obtained on an aircraft of the type purchased 
hereunder, certified as correct by Boeing, to evidence compliance with any 
performance guarantees set forth in this Agreement.  Any Performance 
Guarantee will be deemed to be met if reasonable engineering 
interpretations and calculations based on such flight test data establish 
that the Aircraft would, if actually flown, comply with such guarantee.

	9.5	Special Aircraft Test Requirements.  Boeing may use the 
Aircraft for flight and ground tests prior to delivery to Buyer, without 
reduction in the Aircraft Purchase Price, if such tests are deemed 
necessary by Boeing to:

		9.5.1  obtain or maintain the Type Certificate or Standard 
Airworthiness Certificate for the Aircraft; or

		9.5.2  evaluate aircraft improvement changes that may be 
offered for production or retrofit incorporation in any aircraft.

	9.6	Indemnity.  Boeing will indemnify and hold harmless Buyer and 
Buyer's observers from and against all claims and liabilities, including 
costs and expenses (including attorneys' fees) incident thereto, for injury 
to or death of any person or persons, including employees of Boeing but 
excluding employees, officers or agents of Buyer, or for loss of or damage 
to any property, arising out of or in connection with the operation of the 
Aircraft during all demonstration and test flights conducted under the 
provisions of this Article, whether or not arising in tort or occasioned in 
whole or in part by the negligence of Buyer or any of Buyer's observers, 
whether active, passive or imputed.

ARTICLE 10.	Assignment, Resale or Lease.

	10.1	Assignment.  This Agreement will inure to the benefit of and 
be binding upon each of the parties hereto and their respective successors 
and assigns.  Neither the rights nor the duties of either party under this 
Agreement may be assigned or delegated, or contracted to be assigned or 
delegated, in whole or part, without the prior written consent of the other 
party, except that:

		10.1.1  Either party may assign its interest to a corporation 
that (i) results from any merger or reorganization of such party or (ii) 
acquires substantially all the assets of such party;

		10.1.2  Boeing may assign its rights to receive money; and

		10.1.3  Boeing may assign all or any part of its rights and 
obligations under this Agreement to any wholly owned subsidiary of Boeing, 
provided that Boeing will remain fully and solely responsible to Buyer for 
all obligations and liabilities as the seller of the Aircraft, and Buyer 
will continue to deal exclusively with Boeing.

	10.2	Transfer by Buyer at Delivery.  Buyer may, and at Buyer's 
request Boeing will, take any action reasonably required for the purpose of 
causing an Aircraft, at time of delivery, to be subjected to an equipment 
trust, conditional sale, lien or other arrangement for the financing by 
Buyer of such Aircraft.  No action taken by either party pursuant to this 
paragraph, however, will require Boeing to divest itself of title to or 
possession of such Aircraft until delivery and payment therefor pursuant to 
this Agreement.

	10.3	Sale by Buyer After Delivery.  If, following delivery of any 
Aircraft, Buyer sells such Aircraft (including any sale for financing 
purposes), then all of Buyer's rights with respect to such Aircraft under 
this Agreement will inure to the benefit of the purchaser of such Aircraft, 
effective upon Boeing's receipt of such purchaser's express written 
agreement, in form satisfactory to Boeing, to be bound by and to comply 
with all applicable terms, conditions and limitations of this Agreement.

	10.4	Lease by Buyer After Delivery.  If, following delivery of any 
Aircraft, Buyer leases such Aircraft, Buyer will not assign to the lessee 
of such Aircraft any rights under this Agreement without Boeing's prior 
written consent, which consent will not be unreasonably withheld.

	10.5	No Increase in Boeing Liability.  No action taken by Buyer or 
Boeing relating to the assignment, resale or lease of any Aircraft or this 
Agreement will subject Boeing to any liability beyond that in this 
Agreement or modify in any way Boeing's obligations under this Agreement.

	10.6	Exculpatory or Indemnity Clause in Post-Delivery Sale or 
Lease.  If, following delivery of an Aircraft, Buyer sells or leases such 
Aircraft and obtains from the transferee an exculpatory or indemnity clause 
protecting Buyer, Buyer will include the same protection for Boeing.

ARTICLE 11.	Termination for Certain Events.

	11.1	Termination.  This Agreement may be terminated at any time 
with regard to undelivered Aircraft and items and unperformed services by 
notice in writing by either party hereto if the other party:

		11.1.1	Ceases doing business as a going concern, suspends all 
or substantially all its business operations, makes an assignment for the 
benefit of creditors, is insolvent, or generally does not pay its debts, or 
admits in writing its inability to pay its debts; or

		11.1.2	Petitions for or acquiesces in the appointment of any 
receiver, trustee or similar officer to liquidate or conserve its business 
or any substantial part of its assets; commences any legal proceeding such 
as insolvency, bankruptcy, reorganization, readjustment of debt, 
dissolution or liquidation available for the relief of financially 
distressed debtors; or becomes the object of any such proceeding, unless 
such proceeding is dismissed or stayed within a reasonable period, not to 
exceed 60 days.

	11.2	Repayment of Advance Payments.  If this Agreement is 
terminated with regard to any Aircraft by Buyer under this Article, Boeing 
will repay to Buyer, without interest, any advance payments received by 
Boeing from Buyer with respect to such Aircraft.

ARTICLE 12.	Product Assurance; Disclaimer and Release; Exclusion of 
Liabilities; Customer Support; Indemnification and Insurance.

	12.1	Product Assurance.  Boeing and Buyer are bound by the 
provisions of Exhibit B hereto (Product Assurance Document).

	12.2	DISCLAIMER AND RELEASE.  THE WARRANTIES, OBLIGATIONS AND 
LIABILITIES OF BOEING AND THE REMEDIES OF BUYER SET FORTH IN THE PRODUCT 
ASSURANCE DOCUMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY 
WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND 
LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER 
AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH 
RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING 
PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO:

		(A)	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

		(B)	ANY IMPLIED WARRANTY ARISING FROM COURSE OF 
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

		(C)	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN 
TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF 
BOEING (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND

		(D)	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR 
LOSS OF OR DAMAGE TO ANY AIRCRAFT.

	12.3	EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES.  BOEING WILL 
HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING 
WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR 
OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL 
OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN 
ANY AIRCRAFT OR OTHER THING PROVIDED UNDER THIS AGREEMENT.

	12.4	Definitions.  For the purposes of this Article, the term 
"BOEING" means The Boeing Company, its divisions, subsidiaries and 
affiliates, the assignees of each, and their directors, officers, employees 
and agents.

	12.5	Customer Support and Indemnification; Insurance.  Boeing and 
Buyer are bound by the provisions of Exhibit C hereto (Customer Support 
Document), which includes indemnification and insurance requirements 
related to the use of Customer Support Services.

ARTICLE 13.	Buyer Furnished Equipment and Spare Parts.

	13.1	Buyer Furnished Equipment.  Boeing and Buyer are bound by the 
provisions of Exhibit E (Buyer Furnished Equipment Document), which 
includes indemnification requirements related to Buyer Furnished Equipment.

	13.2	Purchase of Boeing Spare Parts.  Boeing will sell to Buyer 
and Buyer will purchase from Boeing materials, spare parts, assemblies, 
tools and items of equipment relating to the Aircraft pursuant to Customer 
Services General Terms Agreement No. 90.


ARTICLE 14.	Contractual Notices and Requests.

	All notices and requests relating to this Agreement will be in 
English, and may be transmitted by any customary means of written 
communication addressed as follows:

	Buyer:		Alaska Airlines
			19300 Pacific Highway South

			Attention:  Senior Vice President 			
		      Finance

			Copy to:    Associate General Counsel

			Facsimile No.  (206) 433-3379


	Boeing:	Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington 98124-2207
U.S.A.

	Attention:	Vice President - Contracts
		Mail Stop 75-38

			Facsimile No.  (206) 237-1706

or to such other address as specified elsewhere herein or as otherwise 
directed in writing by either party.  The effective date of any such notice 
or request will be the date on which it is received by the addressee.

ARTICLE 15.	Miscellaneous.

	15.1	Government Approval.  Boeing and Buyer will use their best 
reasonable efforts to assist each other in obtaining any United States 
Governmental agency consents or approvals necessary or appropriate to 
effect certification and sale of the Aircraft under this Agreement.

	15.2	Headings.  Article and paragraph headings used in this 
Agreement are for convenient reference only and are not intended to affect 
the interpretation of this Agreement.

	15.3	Entire Agreement; Amendments.  This Agreement contains the 
entire agreement between the parties concerning the subject matter hereof 
and supersedes all previous proposals, understandings, commitments or 
representations whatsoever, oral or written.  This Agreement may be changed 
only in writing signed by authorized representatives of Boeing and Buyer, 
except in the case of certain changes permitted or required by this 
Agreement.

	15.4	GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF 
THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF WASHINGTON'S CONFLICTS OF 
LAWS RULES.

	15.5	Negotiated Agreement.  This Agreement, including the 
provisions of Article 12 relating to DISCLAIMER AND RELEASE, the Exclusion 
of Consequential and Other Damages, and the provisions relating to 
indemnification and insurance set forth in this Agreement, has been the 
subject of discussion and negotiation and is fully understood by the 
parties; the Aircraft Purchase Price and other agreements of the parties 
set forth in this Agreement were arrived at in consideration of such 
provisions.


*************************


ALASKA AIRLINES
THE BOEING COMPANY



By /s/ Harry G. Lehr 		By /s/ Dawn S. Foster 

Its Senior Vice President Finance 	Its  Attorney-In-Fact      


Table 1 to

Purchase Agreement 1954

Aircraft Deliveries and Descriptions

Model 737-490 Aircraft


Detail Specification No. and Date - D6-38900-4-1C  8-29-96
Exhibit Number - A



Month/Year		Quantity of 
of Delivery		Aircraft		Price

June 1997		One (1)	[Confidential Treatment Requested]
July 1997		Two (2) 	[Confidential Treatment Requested]
January 1998		One (1) 	[Confidential Treatment Requested]
February 1998		One (1) 	[Confidential Treatment Requested]
March 1998		One (1) 	[Confidential Treatment Requested]
April 1998		One (1) 	[Confidential Treatment Requested]
May 1998		One (1) 	[Confidential Treatment Requested]
August 1998		One (1) 	[Confidential Treatment Requested]
September 1998	One (1) 	[Confidential Treatment Requested]
March 1999		One (1) 	[Confidential Treatment Requested]
May 1999		One (1) 	[Confidential Treatment Requested]






AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

ALASKA AIRLINES, INC.



Exhibit A to Purchase Agreement Number 1954


AIRCRAFT CONFIGURATION

Dated September 18, 1996

relating to

BOEING MODEL 737-490 AIRCRAFT


	The Detail Specification is Detail Specification D6-38900-4-1C  
dated as of August 29, 1996.  Such Detail Specification will be comprised 
of Detail Specification D6-38900-4-1 Revision T dated February 3, 1995 as 
amended to incorporate the applicable specification language to reflect the 
effect of the changes set forth in the Change Requests listed below 
(configuration of leased ILFC Model 737-4Q8 Aircraft PW251), including the 
effects of such changes on Manufacturer's Empty Weight (MEW) and Operating 
Empty Weight (OEW).  Such Change Requests are set forth in Boeing Document 
D6-77136.  As soon as practicable, Boeing will furnish to Buyer copies of 
the Detail Specification, which copies will reflect the effect of such 
changes.  The Aircraft Basic Price reflects and includes all effects of 
such changes of price, except such Aircraft Basic Price does not include 
the price effects of Change Requests changing Buyer Furnished Equipment to 
Seller Purchased Equipment.

		           Price   
			  Per Aircraft
Change No./Title		   	(1995$ STE) 
1110MP3354			[CTR]*

  EXTERIOR DECORATIVE FINISH - COURTAULDS DESOTHANE
  HS HIGH SOLIDS TOPCOAT IN LIEU OF EXISTING TOPCOAT

2520CH3688			[CTR]*
 INTERIOR ARRANGEMENT REVISION - (8) BFE FIRST 
  CLASS SEATS AND (132) BFE TOURIST CLASS SETAS

2524MP3498			[CTR]*

  BFE CLOSET AND BFE CLASS DIVIDER - REVISION

2527MP3125			[CTR]*

  PASSENGER COMPARTMENT FLOOR COVERING - 
  INSTALLATION OF NEW BFE CARPETING

3435CH3033			[CTR]*
  FLIGHT DYNAMICS CAPTAIN ONLY HEAD UP 
  GUIDANCE SYSTEM - COMPLETE BFE INSTALLATION - 
  ILFC/ALASKA AIRLINES EFIS EQUIPED AIRPLANES

3446MP3147			[CTR]*

  GROUND PROXIMITY WARNING SYSTEM - BANK ANGLE
  CALLOUT REVISION

3458CH3040			[CTR]*
  INSTALL PARTIAL PROVISIONS FOR GLOBAL 
  POSITIONING SYSTEM

3458MP3114			[CTR]*

  GLOBAL POSITIONING SYSTEM (GPS) - INSTALLATION -       
  HONEYWELL, INC.


3461CH3199			[CTR]*
  FMC - REVISION - INSTALLATION OF A SECOND
  4 MCU, UPDATE 7 FMC INTO EXISTING PARTIAL
  PROVISIONS

	TOTAL		$[CTR]*




[CTR]* - Confidential Treatment Requested






PRODUCT ASSURANCE DOCUMENT

between

THE BOEING COMPANY

and

ALASKA AIRLINES





Exhibit B to Purchase Agreement Number 1954


PRODUCT ASSURANCE DOCUMENT NO. 1954

Dated                      

Relating to

BOEING MODEL 737-490 AIRCRAFT

                    


	This Product Assurance Document is Exhibit B to and forms a part of 
Purchase Agreement No. 1954 between The Boeing Company (Boeing) and Alaska 
Airlines (Buyer) relating to the purchase of Boeing Model 737-490 aircraft.  
This Product Assurance Document consists of the following parts:


	PART A	Boeing Warranty

	PART B	Warranty Repairs and Modifications by Buyer

	PART C	Boeing Service Life Policy

	PART D	Boeing Indemnity Against Patent Infringement

	PART D-1	Boeing Indemnity Against Copyright Infringement

	PART E	Supplier Warranties and Patent Indemnities

	PART F	Engine Manufacturer Warranties

	PART G	Boeing Interface Commitment

	PART H	General



PART A

BOEING WARRANTY


1.	Warranties.

	Subject to the exceptions set forth herein, Boeing warrants that, at 
the time of delivery, each Aircraft, including all installed systems, 
accessories, equipment and parts, will:

	1.1	conform to the Detail Specification, as it may be changed 
pursuant to this Agreement, except such portions  stated to be estimates, 
approximations, design objectives, or design criteria, or described as not 
guaranteed;

	1.2	be free from defects in material and workmanship, including 
process of manufacture; and

	1.3	be free from defects in design, including selection of (i) 
materials and (ii) process of manufacture, in view of the state of the art 
at the time of design.

	For purposes of this Boeing Warranty, nonconformance with the Detail 
Specification, defects in material or workmanship and defects in design may 
hereinafter be called "defects" or a "defect", and the term "system", 
"accessory", "equipment" or "part" may hereinafter be called "item" or 
"items."

2.	Exceptions.

	The warranties above will not apply to BFE.  The warranty above 
covering material and workmanship and the warranty above covering design 
will not apply to Engines or to any other item purchased by Boeing but not 
manufactured to Boeing's detailed design.  However, any defect in the 
Boeing workmanship installing such BFE, Engines or other items in an 
Aircraft will constitute a defect in workmanship.

3.	Survival of Warranties.

	Neither the warranty of conformance to the Detail Specification 
applicable to Engines and other items purchased by Boeing but not 
manufactured to Boeing's detailed design, nor any Performance Guarantees, 
will

survive delivery of the Aircraft.  The remaining warranties set forth 
herein will survive delivery of the Aircraft, subject to the limitations 
and conditions set forth herein.

4.	Warranty Periods and Claims.

	4.1	The warranty periods are:

		4.1.1	As to a defect in conformance to the Detail 
Specification, 36 months after delivery of each Aircraft, and

		4.1.2	As to a defect in material, workmanship or design in 
any item, 36 months after delivery of each Aircraft in which such item was 
initially installed.

	4.2	Boeing's Product Assurance Regional Manager at Renton, 
Washington must receive the warranty claim in writing at the earliest 
practicable time after the defect becomes apparent but in no event later 
than 90 days after expiration of the applicable warranty period.

	4.3	Such warranty claim must include the data set forth below 
and, if requested by Boeing, reasonable evidence that the claimed defect 
did not result from any act or omission of Buyer.

		4.3.1	Identity of the item or Aircraft involved, including 
Boeing part number, serial number if applicable, nomenclature and the 
quantity claimed to be defective;

		4.3.2	Identity of the Aircraft on which the claimed item was 
installed as original equipment;

		4.3.3	Date the claimed defect became apparent which will be 
the date such defect was discovered by Buyer or the warranty date set forth 
in a Boeing service bulletin or service letter, whichever date occurs 
first; and

		4.3.4	Description of the claimed defect and circumstances, 
including Boeing service bulletin or Boeing service letter number if claim 
involves a service bulletin or letter.

	4.4	Upon completion of Boeing's warranty claim investigation, 
including examination of any item or Aircraft returned to Boeing, Boeing 
will provide a written disposition of its warranty claim findings to Buyer.  
In the event Boeing rejects Buyer's warranty claim, Boeing will provide 
reasonable substantiation of such rejection in its disposition.

5.	Remedies.

	Buyer's remedies under this Boeing Warranty are as follows:

	5.1	As to a defect in conformance to the Detail Specification, 
the correction at Boeing's expense of such defect; provided, however, that 
Boeing will not be obligated to correct any defect that has no material 
adverse effect on the maintenance, use or operation of the Aircraft.  The 
warranty period for the corrected item will be the unexpired warranty 
period for the defective item.

	5.2	As to a defect in material or workmanship, (i) the repair at 
Boeing's expense of such defect or, (ii) at Boeing's option, the 
replacement of such item with a similar item free from defect or the 
issuance of a credit memorandum to reimburse Buyer for a spare part 
previously purchased from Boeing as the replacement for such defective 
item.  The warranty period for either correction will be the unexpired 
warranty period for the defective item.

	5.3	As to a defect in design, the correction at Boeing's expense 
of such defect.  The warranty period for such correction is 18 months from 
receipt by Buyer of corrective material or the end of the original design 
warranty period for the defective item, whichever is later.

	5.4	Boeing will issue a credit memorandum to reimburse Buyer at 
the Warranty Labor Rate for the direct labor hours required for removal 
from the Aircraft of a defective item and the reinstallation in the 
Aircraft of the corrected item.

6.	Returned Items.

	Unless otherwise provided in this Agreement, the Aircraft or item 
claimed to be defective must be returned to Boeing as soon as practicable.  
Buyer may also provide specific technical repair or correction instructions 
with such return.  The absence of such instructions will evidence Buyer's 
authorization for Boeing to proceed using Boeing information and data.  The 
following criteria will apply with respect to return of Aircraft or items 
to Boeing:

	6.1	As to Aircraft:

		6.1.1	An Aircraft may be returned only if

			6.1.1.1  substantially all the work to be performed by 
Boeing is covered by this Boeing Warranty, and

			6.1.1.2  Buyer does not have the capability to 
perform, nor is it practical for Boeing personnel to perform, the warranty 
work away from Boeing's facilities.

		6.1.2	All warranty work will be performed at Boeing's 
expense, with reasonable efforts to minimize Aircraft out-of-service time.  
In addition, Boeing will reimburse Buyer by issuing a credit memorandum for 
the cost of fuel, oil and landing fees incurred in ferrying the Aircraft to 
Boeing's facilities and in ferrying the Aircraft back to Buyer's 
facilities.  Buyer will minimize the length of both ferry flights.

		6.1.3	Any nonwarranty work performed by Boeing will be paid 
for by Buyer at Boeing's then-standard rates.

		6.1.4	A separate agreement based on Boeing's then-standard 
form will be entered into to cover the return of and work on such Aircraft.

	6.2	As to any system, accessory, equipment or part:

		6.2.1	All warranty work will be performed at Boeing's 
expense, with reasonable efforts to minimize item out-of-service time for 
items returned.

		6.2.2	Boeing's turnaround-time objectives for repair or 
replacement are: 10 working days for avionic and electronic items and 30 
working days for other items when corrected at Boeing's facilities, or 40 
working days when corrected at the facilities of a Boeing subcontractor.  
Turnaround time starts the date Boeing receives the returned item, together 
with Buyer's warranty claim describing the work, and ends the date of 
shipment by Boeing of such item.  If a turnaround-time objective is not 
achieved and a resultant critical parts shortage is experienced by Buyer, 
and Buyer has procured spare parts for such item in accordance with the 
Boeing Recommended Spare Parts List, Boeing will, upon request from Buyer, 
either:

			6.2.2.1  expedite repair or replacement of the item or

			6.2.2.2  provide a similar item on a no-charge loan or 
no-charge lease basis until the repaired or replaced item is provided to 
Buyer.

		6.2.3	The freight charge for shipment to Boeing of any item 
will be paid by Buyer; however, Boeing will reimburse Buyer by issuing a 
credit memorandum for such charge for any item determined to be defective 
under this Boeing Warranty.  The freight charge for the return shipment to 
Buyer of any such defective item which has been repaired, replaced or 
corrected pursuant to this Boeing Warranty will be paid by Boeing.

	6.3	Title to and risk of loss of any Aircraft or item returned to 
Boeing will at all times remain with Buyer and/or any other owner of such 
Aircraft or item, except that at the time Boeing ships a replacement item 
to Buyer, title to and risk of loss (i) for the returned item will pass to 
Boeing and (ii) for the replacement item will pass to Buyer.  While Boeing 
has care, custody and control of an Aircraft or item, Boeing will have only 
such liabilities as a bailee for mutual benefit would have, but will not be 
liable for loss of use.

7.	Nonrepairable Items.

	Buyer may scrap any defective nonrepairable item having a 
then-current Boeing spare part selling price of $2,000 or less and make a 
claim for a replacement item.  For a defective nonrepairable item having a 
then-current Boeing spare part selling price greater than $2,000, an 
authorized Boeing representative must confirm the nonrepairability of any 
such item.  Buyer's claim for an item with a spare part selling price 
exceeding $2,000 must include such confirmation.

8.	Reimbursement for Certain Inspection Labor Costs.

	8.1	In addition to the remedies set forth in this Boeing 
Warranty, Boeing will reimburse Buyer by issuing a credit memorandum at the 
Warranty Labor Rate for the direct labor hours expended by Buyer in 
performing inspections of the Aircraft to determine whether or not a 
covered defect exists in any system, accessory, equipment or part 
manufactured to Boeing's detailed design, provided that:

		8.1.1	such inspections are recommended by a Boeing service 
bulletin or service letter issued by Boeing within 36 months after delivery 
of such Aircraft, and

		8.1.2	such reimbursement will not apply to any inspections 
performed as an alternative to accomplishing corrective action when such 
corrective action is available to Buyer at the time such inspections are 
performed.

	8.2	If a covered defect is determined to exist as a result of the 
foregoing inspections, the remedies under this Boeing warranty will apply 
to Aircraft in warranty as of the warranty date set forth in the applicable 
Boeing service bulletin or service letter or the date the defect was 
discovered by Buyer, whichever date occurs first.

9.	Wear and Tear.

	Normal wear and tear and the need for regular maintenance and 
overhaul will not constitute a defect.

10.	Disclaimer and Release; Exclusion of Liabilities.

	This Part A and the rights and remedies of Buyer and obligations of 
Boeing herein are subject to the Disclaimer and Release and Exclusion of 
Consequential and Other Damages provisions of Article 12 of this Agreement.

11.	Buyer's Indemnification of Boeing.

	The provisions of Part E, "Buyer's Indemnification of Boeing and 
Insurance" of Exhibit C, will apply to all warranty work performed by 
Boeing hereunder in accordance with Buyer's specific technical repair or 
correction instructions, to the extent any legal liability of Boeing is 
based upon the content of such instructions.


PART B

WARRANTY REPAIRS AND MODIFICATIONS BY BUYER


1.	General.

	To expedite the return to service of any defective Aircraft or 
systems, accessories, equipment and parts (items) that Boeing is obligated 
to correct under the Boeing Warranty, repairs and modifications may, at 
Buyer's option, be performed by Buyer (work) and charged to Boeing, subject 
to the following:

2.	Scope.

	This option applies only to items manufactured to Boeing's detailed 
design.  The warranty and notice periods and all other conditions and 
limitations applicable to the Boeing Warranty apply to this option.

3.	Repairs and Modifications.

	All work will be performed in accordance with Boeing's written 
instructions, using parts and materials as may be furnished by Boeing 
and/or Boeing approved parts and materials as may be furnished by Buyer.

4.	Claims for Reimbursement.

	Buyer's claim for reimbursement must be submitted in writing to 
Boeing promptly after completion of the work.  Such claim must include the 
data set forth in paragraph 4.3 of Part A of this Exhibit B and the 
following:

	4.1	Description of the work performed by Buyer;

	4.2	Date work was completed by Buyer;

	4.3	Itemized account of the direct labor hours expended in 
performing the work; and

	4.4	Itemized account of the direct materials incorporated in the 
work.


5.	Reimbursement.

	Upon approval of Buyer's claim for reimbursement, Boeing will 
reimburse Buyer by issuing a credit memorandum as follows:

	5.1	Direct Labor.

		At the Warranty Labor Rate specified herein for labor hours 
expended by Buyer's direct labor employees in performing the work, 
including removal, disassembly, inspection, bench testing, reassembly, 
final inspection,  and reinstallation, but not to exceed Boeing's estimate 
of required labor hours, and excluding time for overhaul.

	5.2	Direct Materials.

		At the invoice cost to Buyer for all direct materials 
incorporated in the work, excluding (i) materials used for overhaul, (ii) 
materials furnished by Boeing at no charge, (iii) materials which exceed 
Boeing's estimate of required materials, and (iv) allowances for handling, 
overhead, taxes, customs duties and the like.

	5.3	Warranty Labor Rate.

		The Warranty Labor Rate is $41.25 per hour or 150% of Buyer's 
average direct hourly labor rate, whichever is greater.  For this purpose, 
"average direct hourly labor rate" is defined as the average hourly rate 
(excluding all fringe benefits, premium-time allowances, social charges, 
business taxes and the like) paid by Buyer to Buyer's employees whose jobs 
are directly related to the performance of the work.  Prior to or 
concurrently with submittal of Buyer's first claim for labor reimbursement, 
Buyer will notify Boeing of Buyer's then-current average direct hourly 
labor rate, and thereafter notify Boeing of any material change in such 
rate.  Boeing may require data from Buyer to substantiate such rates.

	5.4	Limitation.

		The total reimbursement with respect to the direct labor and 
direct materials incorporated in the work, will not exceed 65% of Boeing's 
then-current sales price for the item unless a greater percentage is 
established for a particular item by written agreement between Boeing and 
Buyer.

All claims for reimbursement will be subject to audit by Boeing.  Boeing 
will promptly notify Buyer of Boeing's disposition of each claim submitted 
hereunder.

6.	Replaced Parts.

	If component parts of any assembly are replaced by Buyer, the 
replaced parts will be tagged with the assembly part number, the serial 
number and the warranty claim number and retained for a period of 60 days 
following the date of submittal of Buyer's claim, so as to be made 
available for Boeing's inspection.  Such parts may be scrapped after such 
60-day period.


PART C

BOEING SERVICE LIFE POLICY


1.	Definitions.

	1.1	"Airframe Component" means any of the primary structural 
elements of the wing, fuselage, or vertical or horizontal stabilizer set 
forth in Attachment A hereto and installed in an Aircraft at the time of 
delivery.

	1.2	"Landing Gear Component" means any of the primary structural 
elements of the landing gear set forth in Attachment A and installed in an 
Aircraft at the time of delivery.

	1.3	"Spare Component" means any component set forth in 
Attachment A that was furnished to Buyer pursuant to this Policy or 
purchased by Buyer from Boeing as a spare part.

	1.4	"Covered Component" means an Airframe Component, a Landing 
Gear Component or a Spare Component.

	1.5	"Failure" means any breakage or defect in a Covered 
Component.

	1.6	"Failed Component" means a Covered Component in which a 
Failure has occurred.

2.	Service Life Policy.

	If a Failure occurs in any Covered Component within the following 
periods, Boeing will promptly, at a price calculated pursuant to this 
Policy, either (i) design and furnish to Buyer materials required to 
correct the Failed Component (excluding industry standard parts) or (ii) 
furnish to Buyer a replacement Covered Component:

	2.1	As to any Airframe Component or Landing Gear Component, 
within 12 years after delivery of the Aircraft in which such component was 
initially installed; or

	2.2	As to any Spare Component, within 12 years after delivery of 
such Spare Component, or within 12 years after delivery by Boeing of the 
last new Model 737 aircraft to Buyer, whichever first expires.

3.	Price.

	The price that Buyer will pay for the correction or replacement of a 
Failed Component will be calculated pursuant to the following formula:

		P =	CT 
			144

	where:

	P =	price to Buyer

	C =	Boeing spare parts sales price at time of correction or 
replacement

	T =	total age in months of the Failed Component from the date of 
delivery to Buyer to the date of Failure.

4.	Conditions and Limitations.

	Boeing's obligations under this Policy are conditioned upon the 
following:

	4.1	Buyer must notify Boeing of the Failure within three months 
after it becomes apparent to Buyer.

	4.2	Buyer must provide reasonable evidence that the claimed 
Failure is covered by this Policy and if requested by Boeing, that such 
Failure was not the result of (i) the breakage of or a defect in a 
component not covered by this Policy, (ii) an extrinsic force, (iii) an act 
or omission of Buyer, or (iv) operation or maintenance contrary to 
applicable regulations or Boeing's instructions.

	4.3	If return of a Failed Component is practicable and requested 
by Boeing, Buyer will return such Failed Component to Boeing at Boeing's 
expense.

	4.4	Buyer's rights and remedies under this Policy are limited to 
the receipt of corrective materials or replacement components at prices 
calculated in accordance with this Policy.


5.	Disclaimer and Release; Exclusion of Liabilities.

	This Part C and the rights and remedies of Buyer and the obligations 
of Boeing herein are subject to the Disclaimer and Release and Exclusion of 
Consequential and Other Damages provisions of Article 12 of this Agreement.


COVERED AIRFRAME AND LANDING GEAR COMPONENTS


1.	Wing.

	(a)	Upper and lower skins and stiffeners between the forward and 
rear wing spars.

	(b)	Wing spar webs, chords and stiffeners.

	(c)	Inspar wing ribs.

	(d)	Inspar splice plates and fittings.

	(e)	Main landing gear support structure.

	(f)	Wing center section floor beams, lower beams and spanwise 
beams, but not the seat tracks attached to floor beams.

	(g)	Engine strut support fittings attached directly to wing 
primary structure.

	(h)	Wing-to-body structural attachments.

	(i)	Support structure in the wing for spoilers and spoiler 
actuators; for aileron hinges and reaction links; and for 
leading edge devices and trailing edge flaps.

	(j)	Trailing edge flap tracks and carriages.

	(k)	Aileron, leading edge device and trailing edge flap internal, 
fixed attachment and actuator support structure.

2.	Body.

	(a)	External surface skins and doublers, longitudinal stiffeners, 
longerons and circumferential rings and frames between the 
forward pressure bulkhead and the vertical stabilizer rear 
spar bulkhead and structural support and enclosure for the 
APU but excluding all system components and related 
installation and connecting devices, insulation, lining, and 
decorative panels and related installation and connecting 
devices.

	(b)	Window and windshield structure but excluding the windows and 
windshields.

	(c)	Fixed attachment structure of the passenger doors, cargo 
doors and emergency exits, excluding door mechanisms and 
movable hinge components.  Sills and frames around the body 
openings for the passenger doors, cargo doors and emergency 
exits, excluding scuff plates and pressure seals.

	(d)	Nose wheel well structure, including the wheel well walls, 
pressure deck, bulkheads, and gear support structure.

	(e)	Main gear wheel well structure including pressure deck and 
landing gear beam support structure.

	(f)	Floor beams and support posts in the control cab and 
passenger cabin area, but excluding seat tracks.

	(g)	Forward and aft pressure bulkheads.

	(h)	Keel structure between the wing front spar bulkhead and the 
main gear wheel well aft bulkhead including splices.

	(i)	Wing front and rear spar support bulkheads, and vertical and 
horizontal stabilizer front and rear spar support bulkheads 
including terminal fittings but excluding all system 
components and related installation and connecting devices, 
insulation, lining, decorative panels and related 
installation and connecting devices.

	(j)	Support structure in the body for the stabilizer pivot and 
stabilizer screw.

3.	Vertical Stabilizer.

	(a)	External skins between front and rear spars.

	(b)	Front, rear and auxiliary spar chords, webs and stiffeners 
and attachment fittings.


	(c)	Inspar ribs.

	(d)	Rudder hinges and supporting ribs, excluding bearings.

	(e)	Support structure in the vertical stabilizer for rudder 
hinges, reaction links and actuators.

	(f)	Rudder internal, fixed attachment and actuator support 
structure.

4.	Horizontal Stabilizer.

	(a)	External skins between front and rear spars.

	(b)	Front and rear spar chords, webs and stiffeners.

	(c)	Inspar ribs.

	(d)	Stabilizer center section including hinge and screw support 
structure.

	(e)	Support structure in the horizontal stabilizer for the 
elevator hinges, reaction links and actuators.

	(f)	Elevator internal, fixed attachment and actuator support 
structure.

5.	Engine Strut.

	(a)	Strut external surface skin and doublers and stiffeners.

	(b)	Internal strut chords, frames and bulkheads.

	(c)	Strut to wing fittings and diagonal brace.

	(d)	Engine mount support fittings attached directly to strut 
structure and including the engine-mounted support fittings.


6.	Main Landing Gear.

	(a)	Outer cylinder.

	(b)	Inner cylinder, including axles.

	(c)	Upper and lower side struts, including spindles, universals 
and reaction links.

	(d)	Drag strut.

	(e)	Bell crank.

	(f)	Orifice support tube.

	(g)	Trunnion link.

	(h)	Downlock links including spindles and universals.

	(i)	Torsion links.

	(j)	Actuator beam, support link and beam arm.

7.	Nose Landing Gear.

	(a)	Outer cylinder.

	(b)	Inner cylinder, including axles.

	(c)	Orifice support tube.

	(d)	Upper and lower drag strut, including lock links.

	(e)	Steering plates and steering collars.

	(f)	Torsion links.


NOTE:	The Service Life Policy does not cover any bearings, bolts, 
bushings, clamps, brackets, actuating mechanisms or latching 
mechanisms used in or on the Covered Components.


PART D

BOEING INDEMNITY AGAINST PATENT INFRINGEMENT


1.	Indemnity.

	Subject to the provisions of this Part D, Boeing will indemnify and 
hold harmless Buyer from and against all claims, suits, actions, 
liabilities, damages and costs arising out of actual or alleged 
infringement, by any Aircraft or any system, accessory, equipment or part 
(item) installed thereon at the time of Aircraft delivery, of any patent 
issued under the laws of any country in which Buyer lawfully operates the 
Aircraft (Country).

2.	Exceptions.

	2.1	This indemnity will not apply unless, from the time of design 
of the allegedly infringing Aircraft or item until the resolution of the 
infringement claim, the Country and flag country of the Aircraft:  (i) are 
fully bound by the Chicago Convention on International Civil Aviation of 
December 7, 1944, and are fully entitled to all benefits of Article 27 
thereof, or (ii) have been parties to the International Convention for the 
Protection of Industrial Property (Paris Convention).

	2.2	This indemnity will not apply to Buyer Furnished Equipment, 
Engines, any system, accessory, equipment or part that was not manufactured 
to Boeing's detailed design, or to any system, accessory, equipment or part 
manufactured to Boeing's detailed design without Boeing's authorization.

3.	Conditions and Limitations.

	Buyer's remedy and Boeing's obligations hereunder are subject to the 
following:

	3.1	Buyer must give Boeing written notice within 10 days after 
Buyer receives notice of a suit or action against Buyer alleging 
infringement or within 20 days after Buyer receives a written claim of 
infringement.


	3.2	Following receipt of such notice Boeing may conduct 
negotiations with any party claiming infringement and may intervene in any 
suit or action.  Whether or not Boeing intervenes, Boeing will be entitled 
at any stage of the proceedings to assume or control the defense.

	3.3	Buyer will (i) promptly furnish to Boeing all data, records 
and assistance within Buyer's control which are material to any such claim, 
suit or action and (ii) (except as to amounts mandated by a judgment) 
obtain Boeing's prior approval to pay or assume any liabilities, damages, 
royalties or costs.

	3.4	Boeing's obligations and Buyer's remedies herein exclude 
Buyer's incidental or consequential damages and liabilities, costs, loss of 
revenue or loss of profit resulting from loss of use, but include, at 
Boeing's option, replacing the infringing item or otherwise curing any 
infringement on account of which use of the Aircraft by Buyer is prevented.

	3.5	Boeing's obligations and Buyer's remedies herein are 
exclusive and in substitution for, and Buyer hereby waives, releases and 
renounces, all other indemnities, obligations and liabilities of Boeing and 
any assignee of Boeing, and all other rights, remedies and claims, 
including claims for damages, direct, incidental or consequential, of Buyer 
against Boeing or any assignee of Boeing, express or implied, arising by 
law or otherwise, with respect to any actual or alleged patent infringement 
or the like by any Aircraft or any item installed therein.


PART D-1

BOEING INDEMNITY AGAINST COPYRIGHT INFRINGEMENT


1.	Indemnity.

	Subject to the following, Boeing will indemnify Buyer with respect 
to claims, suits, damages and costs arising out of copyright infringement 
by any computer software included with the Aircraft when the Aircraft is 
first delivered by Boeing (Aircraft Software).

2.	Exceptions, Limitations and Conditions.

	2.1	Boeing will have no obligation to indemnify Buyer relative to 
Buyer Furnished Equipment, engines, software not manufactured to Boeing's 
detailed design, or software manufactured to Boeing's detailed design 
without Boeing's written authorization.

	2.2	Boeing's obligation to indemnify Buyer is limited to 
infringements (a) in countries where Buyer lawfully operates the Aircraft 
(Countries) and (b) where, from the time of creation of the allegedly 
infringing software until the resolution of the infringement claim, the 
Countries and flag country of the Aircraft are members of The Berne Union 
and recognize computer software as a "work" under The Berne Convention.

	2.3	Boeing will have no obligation or liability for loss of use, 
revenue or profit, or for any other incidental or consequential damages.

	2.4	Boeing may, at its option, replace any infringing or 
allegedly infringing Aircraft Software (or item containing Aircraft 
Software) with a noninfringing equivalent.

	2.5	Buyer must inform Boeing in writing (a) within 10 days after 
Buyer receives notice of a suit or other formal action against Buyer 
alleging copyright infringement involving Aircraft Software and (b) within 
30 days after Buyer receives any allegation or claim in the nature of 
copyright infringement involving Aircraft Software.

	2.6	Boeing may negotiate with any party claiming infringement and 
may intervene or assume control of the defense at any stage in any 
infringement suit or action.

	2.7	Buyer will promptly furnish to Boeing all data, records and 
assistance within Buyer's possession or control which may be material to 
any copyright infringement claim, suit or action relating to Aircraft 
Software.

	2.8	Other than as required by a final judgment entered by a court 
of competent jurisdiction, Buyer will not make any payment or commitment to 
pay, assume any obligation, or make any material concession relative to any 
copyright infringement for which Boeing may otherwise be obligated.

	2.9	The obligations of Boeing and remedies of Buyer set forth in 
this Part are exclusive and in substitution for, and Buyer hereby waives, 
releases and renounces, all other indemnities, obligations, and liabilities 
of Boeing and all other rights, claims and remedies of Buyer against 
Boeing, express or implied, arising by law or otherwise, with respect to 
any actual or alleged copyright infringement or the like by any Aircraft or 
any item included in any Aircraft.



PART E

SUPPLIER WARRANTIES AND PATENT INDEMNITIES


1.	Supplier Warranties and Supplier Patent Indemnities.

	Boeing will use diligent efforts to obtain adequate warranties and 
indemnities against patent infringement enforceable by Buyer from 
manufacturers (Suppliers) of systems, accessories, equipment or parts 
installed on the Aircraft at the time of delivery that were selected and 
purchased by Boeing, but not manufactured to Boeing's detailed design.  
Boeing will furnish copies of such warranties and patent indemnities to 
Buyer prior to delivery of the first Aircraft.

2.	Boeing Assistance in Administration of Supplier Warranties.

	Buyer will be responsible for submitting warranty claims directly to 
Suppliers; however, if Buyer experiences problems enforcing any Supplier 
warranty obtained by Boeing for Buyer, Boeing will conduct an investigation 
of such problems and assist Buyer in the resolution of such claims.

3.	Boeing Support in Event of Supplier Default.

	3.1	If any Supplier defaults in the performance of a material 
obligation under a design, material or workmanship warranty obtained by 
Boeing for Buyer, and Buyer provides evidence to Boeing that such default 
has occurred, then the equivalent warranty and related provisions set forth 
in this Product Assurance Document will apply to the claimed defect.

	3.2	At Boeing's request, Buyer will assign to Boeing, and Boeing 
will be subrogated to, Buyer's rights against the manufacturer providing 
such Supplier warranty.


PART F

ENGINE MANUFACTURER'S WARRANTY
AND PRODUCT SUPPORT PLAN


Boeing has obtained from CFM International, Inc. (CFM) the right to extend 
to Buyer the provisions of CFM's New Engine Warranty set forth in CFM's 
"CFM56 Product Support Plan"; subject, however, to Buyer's acceptance of 
the conditions set forth herein and in such product support plan.  
Accordingly, Boeing hereby extends to Buyer, and Buyer hereby accepts, the 
provisions of such CFM warranty and such provisions shall apply to CFM56 
turbo-fan engines installed in the Aircraft at the time of delivery to 
Buyer except that, if Buyer and CFM have executed a General Terms 
Agreement, then the terms of that Agreement shall be substituted for and 
supersede the below-stated provisions and such provisions shall be of no 
force or effect and neither Boeing nor CFM shall have any obligation 
arising therefrom.  In consideration for such extension, Buyer hereby 
releases and discharges Boeing from any and all claims, obligations and 
liabilities whatsoever arising out of the purchase or use of said installed 
CFM56 engines and releases and discharges CFM from any and all claims, 
obligations and liabilities whatsoever arising out of the purchase or use 
of said installed CFM56 engines except as expressly assumed by CFM in such 
Product Support Plan or in such General Terms Agreement between Buyer and 
CFM.


CFM INTERNATIONAL, INC. WARRANTY

1.	Title.

	CFM International (CFM) warrants that at the date of delivery, CFM 
has legal title to and good and lawful right to sell its CFM56 turbo-fan 
engines (Engines, including all Modules and Parts thereof) and related 
engine products, and furthermore warrants that such title is free and clear 
of all claims, liens and encumbrances of any nature whatsoever.

2.	Patents.

	A.	CFM shall handle all claims and defend any suit or proceeding 
brought against Buyer insofar as based on a claim that any product or part 
furnished under this Agreement constitutes an infringement of any patent of 
the United States, and shall pay all damages and costs awarded therein 
against Buyer.  This paragraph shall not apply to any product or any part 
manufactured to Buyer's design or to the aircraft manufacturer's design.  
As to such product or part, CFM assumes no liability for patent 
infringement.

	B.	CFM's liability hereunder is conditioned upon Buyer promptly 
notifying CFM in writing and giving CFM authority, information and 
assistance (at CFM's expense) for the defense of any suit.  In case said 
equipment or part is held in such suit to constitute infringement and the 
use of said equipment or part is enjoined, CFM shall expeditiously, at its 
own expense and at its option, either (1) procure for Buyer the rights to 
continue using said product or part; (2) replace the same with satisfactory 
and noninfringing product or part; (3) modify the same so it becomes 
satisfactory and noninfringing.  CFM shall not be responsible to Buyer for 
consequential damages including costs, expenses, liabilities, and/or loss 
resulting from loss of use of an allegedly infringing product or part 
hereunder.  The foregoing shall constitute the sole remedy of Buyer and the 
sole liability of CFM for patent infringement.

	C.	The above provisions also apply to products which are the 
same as those covered by this Agreement and are delivered to Buyer as part 
of the installed equipment on CFM56 powered Aircraft.


3.	Initial Warranty.

	CFM warrants that CFM56 turbo-fan engines and related engine 
products will conform to CFM's applicable specifications and will be free 
from defects in material and workmanship prior to Buyer's initial use of 
such products.  The provisions of CFM's "CFM56 Product Support Plan" will 
apply.

4.	Product Support Plan.

	CFM has agreed to offer to Buyer, for application to each CFM56-3 
engine delivered on an Aircraft, the CFM "CFM56 Product Support Plan" which 
is in effect on the date of delivery of such engine to Buyer.

5.	LIMITATIONS.

	THE PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL 
OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED.  THERE ARE NO IMPLIED 
WARRANTIES OF FITNESS OR MERCHANTABILITY.  SAID PROVISIONS SET FORTH THE 
MAXIMUM LIABILITY OF CFM WITH RESPECT TO CLAIMS OF ANY KIND, INCLUDING 
NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR HANDLING 
OF THE PRODUCTS OR PARTS THEREOF OR THEREFOR, AND IN NO EVENT SHALL CFM'S 
LIABILITY TO BUYER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO 
BUYER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.  AS USED 
HEREIN, THE TERM "CFM" SHALL INCLUDE CFM INTERNATIONAL, INC. AND CFM 
INTERNATIONAL, S.A.  THE LIMITS OF LIABILITY SET FORTH ABOVE SHALL APPLY TO 
ANY AND ALL CLAIMS, AS ABOVE DEFINED, AGAINST CFM INTERNATIONAL, INC., CFM 
INTERNATIONAL, S.A., GENERAL ELECTRIC COMPANY (GE), AND SOCIETE NATIONALE 
D'ETUDE ET DE CONSTRUCTION DE MOTEURS D'AVIATION (SNECMA) AND IN NO EVENT 
SHALL SUCH CLAIMS EXCEED IN THE AGGREGATE THE PRICE OF THE PRODUCT GIVING 
RISE TO THE CLAIM.


PART G

BOEING INTERFACE COMMITMENT


1.	Interface Problems.

	If Buyer experiences technical problems in the operation of an 
Aircraft or its systems, the cause of which is not readily identifiable by 
Buyer but which Buyer believes to be attributable to the design 
characteristics of the Aircraft or its systems (Interface Problem), Boeing 
will, without additional charge to Buyer, promptly conduct an investigation 
and analysis to determine the cause or causes of the Interface Problem and 
to recommend such corrective action as may be feasible.  Buyer will furnish 
to Boeing all data and information in Buyer's possession relevant to the 
Interface Problem, and will cooperate with Boeing in the conduct of 
investigations and tests.  Boeing will promptly advise Buyer at the 
conclusion of its investigation of Boeing's opinion as to the causes of the 
Interface Problem and Boeing's recommendation as to corrective action.

2.	Boeing Responsibility.

	If Boeing determines that the Interface Problem is primarily 
attributable to the design of any item manufactured to Boeing's detailed 
design, Boeing will correct the design of such item to the extent of any 
then-existing obligations of Boeing under the provisions of the applicable 
Boeing Warranty or Boeing Service Life Policy.

3.	Manufacturer Responsibility.

	If Boeing determines that the Interface Problem is primarily 
attributable to the design of an item not manufactured to Boeing's detailed 
design, Boeing will assist Buyer in processing a warranty claim against the 
manufacturer of such item.

4.	Joint Responsibility.

	If Boeing determines that the Interface Problem is partially 
attributable to the design of an item manufactured to Boeing's detailed 
design and partially to the design of an item not manufactured to Boeing's 
detailed design, Boeing will seek a solution to the Interface Problem 
through the cooperative efforts of Boeing and the manufacturer of the other 
item and will promptly advise Buyer of resulting corrective actions and 
recommendations.

5.	General.

	Buyer will, if requested by Boeing, assign to Boeing any of Buyer's 
rights against any manufacturer as Boeing may require to fulfill its 
obligations hereunder.

6.	Disclaimer and Release; Exclusion of Liabilities.

	This Part G and the rights and remedies of Buyer and the obligations 
of Boeing herein are subject to the Disclaimer And Release and Exclusion of 
Consequential and Other Damages provisions of Article 12 of this Agreement.


PART H

GENERAL


1.	Duplicate Product Assurance Remedies.

	Boeing will not provide or be requested to provide multiple remedies 
for any claim made pursuant to the provisions of this Product Assurance 
Document.

2.	Notices.

	References to "Boeing" in connection with notices or communications 
throughout this Product Assurance Document mean Boeing's Product Assurance 
Regional Manager at Renton, Washington.






CUSTOMER SUPPORT DOCUMENT


between

THE BOEING COMPANY

and

ALASKA AIRLINES, INC.






Exhibit C to Purchase Agreement Number 1954


CUSTOMER SUPPORT DOCUMENT NO. 1954

Dated                        

Relating to

BOEING MODEL 737-490 AIRCRAFT


                   


	This Customer Support Document is Exhibit C to and forms a part of 
Purchase Agreement No. 1954 between The Boeing Company (Boeing) and Alaska 
Airlines, Inc. (Buyer) relating to the purchase of Boeing Model 737-
490 aircraft.  This Customer Support Document consists of the following 
parts:


	PART A	Boeing Maintenance Training Program

	PART B	Boeing Customer Support Services

	PART C	Boeing Flight Training Program

	PART D	Technical Data and Documents

	PART E	Buyer's Indemnification of Boeing and Insurance

	PART F	Alleviation or Cessation of Performance


PART A

BOEING MAINTENANCE TRAINING PROGRAM


1.	General.

	This Part describes the maintenance training to be provided by 
Boeing (Maintenance Training) at Boeing's training facility at or near 
Seattle.  The Maintenance Training will be provided at no additional charge 
to Buyer, except as otherwise provided herein.

All instruction, examinations and materials shall be prepared and presented 
in the English language and in the units of measure used by Boeing.  

Buyer will be responsible for the living expenses of Buyer's personnel 
during Maintenance Training.  For Maintenance Training provided at or near 
Seattle, Boeing will transport Buyer's personnel between their local 
lodging and the training facility.

2.	Maintenance Training Program.

	In conjunction with earlier sales to Buyer of the same model type 
aircraft as the Aircraft, Boeing has provided to Buyer comprehensive 
maintenance training and/or materials for such aircraft.  If requested by 
Buyer at least 12 months prior to delivery of the first Aircraft, Boeing 
agrees to provide 1 Maintenance Training course consisting of classroom 
training to acquaint up to 15 of Buyer's personnel with any operational, 
structural or systems differences between the first Aircraft scheduled for 
delivery pursuant to this Agreement and the last aircraft of the same model 
type for which maintenance training and/or materials were delivered by 
Boeing to Buyer that are significant to the maintenance of the Aircraft.  
Such course will be scheduled by mutual agreement of Boeing's and Buyer's 
maintenance training organizations. 

3.	Training Materials.

	Boeing will provide Buyer with a narrative description defining the 
expected time to teach the various differences between the first Aircraft 
scheduled for delivery pursuant to this agreement and the last aircraft of 
the same model type for which maintenance training and/or materials were 
delivered by Boeing to Buyer.

If Buyer chooses to have Boeing provide a differences Maintenance Training 
course, Boeing will provide at the beginning of the course, 1 copy of a 
training manual for the differences training course to each student 
attending such course.  Boeing will also provide to the Buyer 1 set of 
visual aid projection transparencies and 1 set of black and white 
reproducible masters of the training manual graphics and text utilized in 
the Maintenance Training class.  No revision service will be provided for 
such training manuals and materials.

If Buyer chooses not to have Boeing provide a differences Maintenance 
Training course, Boeing will provide to Buyer at Buyer's direction, 1 set 
of visual aid projection transparencies and 1 set of black and white 
reproducible masters of the training manual graphics and text that would 
have been utilized in a differences Maintenance Training class.  Delivery 
of requested materials will satisfy difference training entitlements as 
defined herein.  No revision service will be provided for such training 
manuals and materials.

4.	Training at a Facility Other Than Boeing's.

	If seasonably requested, Boeing will conduct the classroom training 
described above at a mutually acceptable alternate training site, subject 
to the following conditions:

	4.1	Buyer will be responsible for providing acceptable classroom 
space and training equipment required to present the Boeing courseware.

	4.2	Buyer will pay Boeing's then-current per diem charge for each 
Boeing instructor for each day, or fraction thereof, such instructor is 
away from Seattle, including travel time.

	4.3	Buyer will reimburse Boeing for round-trip transportation for 
Boeing's instructors and training materials between Seattle and such 
alternate training site.

	4.4	Buyer will pay, or reimburse Boeing for, all taxes, fees, 
duties, licenses, permits and similar expenses incurred by Boeing and its 
employees as a result of Boeing's providing the training at such alternate 
site.

	4.5	Those portions of training that require the use of Boeing's 
training devices, if any, will be conducted at Boeing-designated 
facilities.


PART B

BOEING CUSTOMER SUPPORT SERVICES


1.	General.

	This Part describes the support services to be provided by Boeing at 
no additional charge to Buyer, unless otherwise specified herein.  Except 
with respect to Field Services, the services described in this Part will be 
provided by Boeing during a period commencing with delivery of the first 
Aircraft and continuing so long as one Aircraft is regularly operated by 
Buyer in commercial air transport service.

2.	Field Service Engineering.

	Boeing will furnish field service representation to advise Buyer on 
maintenance and operation of the Aircraft (Field Services) as follows:

	2.1	Field Services will be available to Buyer at or near Buyer's 
main maintenance or engineering facility  beginning prior to delivery of 
each Aircraft and terminating 12 months after delivery of each such 
Aircraft (Field Service Period(s)).  If such Field Service Periods overlap, 
the Field Services will be provided concurrently. 

	2.2	Buyer will furnish at no charge to Boeing suitable office 
space and equipment that will include desks, chairs, file cabinets and an 
electrical power source in, or convenient to, Buyer's facility where 
each/any Boeing representative is providing Field Services.  As required, 
Buyer will assist each representative providing Field Services with visas, 
work permits, customs, mail handling, identification passes, and local 
airport authorities.

	2.3	In addition to the Field Services referred to above, the 
services of any Boeing field service representative will also be available 
to Buyer anywhere Buyer may land the Aircraft.

	2.4	Boeing may, from time to time, provide additional support 
services in the form of Boeing personnel visiting Buyer's facilities to 
work with Buyer's personnel in an advisory capacity.


3.	Additional Engineering Support Services.

	Boeing will, if requested by Buyer in writing, provide technical 
advisory assistance with respect to the Aircraft and accessories, equipment 
and parts manufactured to Boeing's detailed design and installed in the 
Aircraft at the time of delivery.  Such technical advisory assistance, 
which will be provided from Seattle, will include:

	3.1	analysis of and comment on any Aircraft service or 
operational problem experienced by Buyer in order to determine the nature 
of the problem and its cause and to suggest possible solutions;

	3.2	analysis of and comment on Buyer's engineering releases 
relating to structural repairs of the Aircraft not covered by Boeing's 
Structural Repair Manual; and

	3.3	analysis of and comment on Buyer's engineering proposals for 
changes in, or replacement of, parts, accessories or equipment manufactured 
to Boeing's detailed design (excluding computer software embedded or 
included therein); provided that Boeing will not analyze or comment on any 
such change or replacement which constitutes a major structural change, nor 
on any engineering release related thereto, unless Buyer's request for such 
analysis and comment is accompanied by complete detailed drawings, 
substantiating data (including data, if any, required by applicable 
government agencies), all stress or other appropriate analysis, and a 
specific statement from Buyer of the kind of review and response desired by 
Buyer.

4.	Special Services.

	4.1	Facilities, Ground Equipment and Maintenance Planning 
Assistance.

		Boeing will, at Buyer's request, send qualified Boeing 
engineering representatives to Buyer's main base to evaluate Buyer's 
technical facilities, tools and equipment for servicing and maintaining the 
Aircraft, to recommend changes where necessary and to assist in the 
formulation of Buyer's overall maintenance plan.

	4.2	Additional Services.

		Boeing may, at Buyer's request, provide additional special 
services with respect to the Aircraft after delivery, which may include 
such items as Master Changes (Kits and/or Data), training and maintenance 
and repair of the Aircraft.  Providing such additional services will be 
subject to (i) mutually acceptable price, schedule and scope of work and 
(ii) Boeing's then-current standard contract therefor including disclaimer 
and release, exclusion of consequential and other damages and 
indemnification and insurance requirements.

	4.3	Post-Delivery Aircraft Services.

		If Boeing performs unanticipated work on an Aircraft after 
delivery of such Aircraft, but prior to its initial departure flight, or 
upon its return to Boeing's facilities prior to completion of such flight, 
the following provisions will apply:

		4.3.1	Title to and risk of loss of any such Aircraft will at 
all times remain with Buyer.

		4.3.2	The provisions of the Boeing Warranty set forth in 
Exhibit B of this Agreement will apply to such work.

		4.3.3	Buyer will reimburse Boeing for such work to the 
extent not covered by the Boeing Warranty applicable to the Aircraft.

		4.3.4	The Disclaimer and Release and Exclusion of 
Consequential and Other Damages provisions set forth in Article 12 of this 
Agreement and the indemnification and insurance provisions set forth in 
this Exhibit C will apply to such Boeing work.

		4.3.5	In performing such work, Boeing may rely upon the 
commitment authority of Buyer's personnel requesting such work.

5.	Additional Informational Services.

	Boeing may, from time to time, provide Buyer with additional 
services in the form of information about the Aircraft or other aircraft of 
the same type, including information concerning design, manufacture, 
operation, maintenance, modification, repair and in-service experience.


PART C

BOEING FLIGHT TRAINING PROGRAM


1.	General.

	This Part describes the flight training to be provided by Boeing 
(Flight Training) at or near Seattle, or at some other location to be 
determined pursuant to this Part.  The Flight Training will be provided at 
no additional charge to Buyer, except as otherwise provided herein.

All instruction, examinations and materials will be prepared and presented 
in the English language and in the units of measure used by Boeing.  

Buyer will be responsible for the living expenses of Buyer's personnel 
during the Flight Training Program.  For Flight Training provided at or 
near Seattle, Boeing will transport Buyer's personnel between their local 
lodging and the training facility.

2.	Flight Training Program.

	In conjunction with earlier sales to Buyer of aircraft of the same 
model type as the Aircraft, Boeing has provided to Buyer comprehensive 
flight training for such aircraft.  If requested by Buyer at least 12 
months prior to delivery of the first Aircraft, Boeing agrees to provide, 
if required, 1 classroom training class to acquaint up to 15 of Buyer's 
personnel with any operational, systems and performance differences 
significant to the operation of the Aircraft, between the first Aircraft 
scheduled for delivery pursuant to this Agreement and the last aircraft of 
the same model type as the aircraft previously delivered by Boeing to 
Buyer.  Such course will be scheduled by mutual agreement of Boeing's and 
Buyer's flight training organizations.

3.	Training Materials.
	Any training materials, if required, that are used in Flight 
Training shall be provided to Buyer at the conclusion of such class.  No 
revision service shall be provided for such training materials.


4.	Training at a Facility Other Than Boeing's.

	If seasonably requested, Boeing will conduct the Flight Training at 
a mutually acceptable alternate training site, subject to the following 
conditions:

	4.1	Buyer will be responsible for providing classroom space 
acceptable to Boeing, a flight simulator and training equipment required to 
present the Boeing courseware.

	4.2	Buyer will pay Boeing's then-current per diem charge for each 
Boeing instructor for each day, or fraction thereof, such instructor is 
away from Seattle, including travel time.

	4.3	Buyer will reimburse Boeing for round-trip transportation for 
Boeing's flight training instructors and materials between Seattle and such 
alternate site.

	4.4	Buyer will pay, or reimburse Boeing for, all taxes, fees, 
duties, licenses, permits and similar expenses incurred by Boeing and its 
employees as a result of Boeing's providing the training at such alternate 
site.

	4.5	Those portions of the training that require the use of 
Boeing's training devices, if any, will be conducted at Boeing-designated 
facilities.


PART D

TECHNICAL DATA AND DOCUMENTS


1.	General.

	Boeing will furnish to Buyer the data and documents set forth herein 
at no additional charge to Buyer, unless otherwise specified herein.  Such 
data and documents will, where applicable, be prepared essentially in 
accordance with the provisions of Revision 29 excluding FRM/FIM/ to Air 
Transport Association of America Specification No. 100, dated June 1, 1956, 
entitled "Specification for Manufacturers' Technical Data," with the 
following specific exceptions:  The Illustrated Parts Catalog, will be 
prepared essentially in accordance with the provisions of Revision 28.  The 
Overhaul and Component Maintenance Manuals will be written to the ATA 
Revision level established for the airplane model the component was 
originally used on.  Such data and documents are only intended to provide 
Buyer with pertinent information on components, equipment and installations 
designed by Boeing for aircraft of the same model type as the Aircraft.  
Such data and documents will be in English and in the units of measure used 
by Boeing, except as otherwise specified herein or as may be required to 
reflect Aircraft instrumentation.

Digitally-produced data and documents will, where applicable, be prepared 
essentially in accordance with the provisions of Revision 0 of Air 
Transport Association of America (ATA) Specification 2100, dated 
January 1994, entitled "Digital Data Standards for Aircraft Support."

2.	Treatment of Data and Documents.

	2.1	The data and documents provided by Boeing under this 
Agreement ("Documents") are licensed to Buyer.  They contain confidential, 
proprietary and/or trade secret information belonging to Boeing; and Buyer 
will treat them in confidence and use and disclose them only for Buyer's 
own internal purposes as specifically authorized herein.  If Buyer makes 
copies of any Documents, the copies will also belong to Boeing and be 
treated as Documents under this Agreement.  Buyer will preserve all 
restrictive legends and proprietary notices on all Documents and copies.

	2.2	All Documents will only be used:  (a) for the purpose of 
maintenance, repair, or modification of an Aircraft or spare part as 
permitted in the Spare Parts GTA or Customer Services GTA between Buyer and 
Boeing, and then only in connection with an Aircraft or spare part for 
which the Document in question is tabulated or identified by Boeing serial 
number, and (b) for the purpose of Buyer's own development and manufacture 
of training devices for use by Buyer, in connection with the Aircraft.

	2.3	Any Document may be provided to Buyer's contractors for 
maintenance, repair, or modification of the Aircraft; and Airplane Flight 
Manuals, Operations Manuals, Aircraft Maintenance Manuals, Wiring Diagram 
Manuals, System Schematics Manuals, Component Maintenance/Overhaul Manuals 
and assembly and installation drawings may be provided to Buyer's 
contractors for development and manufacture of training devices for use by 
Buyer, but in both cases, only if Buyer's contractor is, at the time of 
transfer of Documents, bound by a Boeing Customer Services GTA, or other 
appropriate proprietary information protection agreement with Boeing, 
applicable to the Documents.

3.	Document Formats and Quantities.

	The Attachment is provided to record the quantities and formats of 
Documents provided to Buyer which are applicable to aircraft previously 
delivered by Boeing of the same model type as the Aircraft.  Revisions to 
such Documents will be provided as necessary to reflect the configuration, 
at time of delivery, of the Aircraft to which this Part applies.  Space is 
provided in the Attachment for Buyer and Boeing to indicate changes, 
mutually agreed upon concurrently with signing this Agreement, in the 
quantities and formats of such Documents to be hereinafter provided.

In the event Boeing determines that revisions would not be appropriate for 
any of the Documents described in the Attachment, Boeing reserves the right 
to furnish to Buyer, in lieu of such revisions, a separate publication of 
such Document for the Aircraft in the same format and quantity as indicated 
in the Attachment.  Revision service for such publication shall be the same 
as for the Document it replaces.



4.	Revision Service.

	Further revisions to any such Documents will be provided as set 
forth in the purchase agreement, purchase agreement supplement, or as may 
have been amended by the parties, for such aircraft.

5.	Supplier Technical Data.

	Boeing will continue to maintain the supplier data program referred 
to in the purchase agreement or purchase agreement supplement under which 
data and documents for Buyer's aircraft of the same model type as the 
Aircraft were originally provided to Buyer.  As indicated in such prior 
purchase agreement or supplement, the provisions of such supplier data 
program are not applicable to items of Buyer Furnished Equipment.

6.	Additional Data and Documents.

	If Boeing provides data or documents other than Documents which are 
not covered by a Boeing Customer Services GTA or other proprietary 
information protection agreement between Boeing and Buyer, all such data 
and documents will be considered things delivered under this Agreement and 
treated as Documents.

7.	Buyer's Shipping Address.

	Boeing will ship the Documents furnished hereunder to Buyer's 
shipping address for data and documents previously provided to Boeing.  
Buyer shall promptly notify Boeing of any change to such address.


A.	FLIGHT OPERATIONS:

 1.	Airplane Flight Manual	   22   	   51   	Printed 1 Side

	NOTE:	An additional copy is
placed aboard each
airplane at delivery
as required by FAR's.

 2.	Operations Manual and Quick	    5   	         	Printed 2 Sides
	Reference Handbook	    1   	         	Diskette

 3.	Weight and Balance Control
	and Loading Manual	    2   	        	Reproduced

 4.	Dispatch Deviation	    6   	        	Printed 2 Sides
	Procedures Guide

 5.	Flight Crew Training Manual	   12    	        	Printed 2 Sides

 6.	Performance Engineer's Manual	    2   	        
	Printed 2 Sides

 7.	Jet Transport Performance	    0   	        	Printed 2 Sides
	Methods
	(total quantity - all models)

 8.	FMC Supplemental Data Document	    0   	        
	Printed 2 Sides

 9.	Operational Performance
	Software (OPS)

	a.	Inflight and Report Software	    0   	        
	Digital Magnetic
					Tape
			    0   	        	Diskette, IBM
					Compatible
					3.5 Inch (720KB 
or
					1.44MB)
			    0   	        	Diskette, 
Macintosh
					3.5 Inch (800KB 
or
					1.4MB)

	b.	Airplane Performance	    0   	        	Digital Magnetic
		Monitoring (APM/HISTRY)			Tape
		Software			Diskette, IBM
					Compatible:
			    0   	        	3.5 Inch (720KB 
or
					1.44MB)
			    0   	        	5.25 Inch (360KB 
or
					1.2MB) 	
				
	(737,747,757,767)
			    0   	        	Diskette, 
Macintosh
					3.5 Inch (800KB 
or
					1.4MB)

	c.	Takeoff Analysis Software	     0  	        	Digital Magnetic
					Tape
					Diskette, IBM
					Compatible:
			     0  	        	3.5 Inch (720KB 
or
					1.44MB)
			     0  	        	5.25 Inch (360KB 
or
					1.2MB) 	
				
	(737,747,757,767)
			     0  	        	Diskette, 
Macintosh
					3.5 Inch (800KB 
or
					1.4MB)
	d.	Landing Analysis Software	     0  	        	Digital Magnetic
					Tape
					Diskette, IBM
					Compatible:
			     0  	        	3.5 Inch (720KB 
or
					1.44MB)
			     0  	        	5.25 Inch (360KB 
or
					1.2MB) 	
				
	(737,747,757,767)
			     0  	        	Diskette, 
Macintosh
					3.5 Inch (800KB 
or
					1.4MB)

10.	ETOPS Guide Vol. III	     2  	        	Printed 2 Sides
	(Operational Guidelines
	and Methods)/

B.	MAINTENANCE

 1.	Aircraft Maintenance Manual	     1  	        	Printed 2 Sides

		     0  	        	Printed 1 Side

		    40  	        	Microfilm, 16mm 
Duplicate

		     0  	        	Microfilm, 16mm 
Master

		     0  	        	Digital Format 

2.	Wiring Diagram Manual	     1  	        	35mm Aperture 
Cards of all 
Wiring Diagrams 
and Charts

		      0 	        	Standard Printed
Copies of Entire
Manual

		     12 	        	Standard Printed
Copies of all
sections except 
EDP portion

		      0 	        	EDP portion in 
Microfilm, 16mm, 
Duplicate

		      0 	        	EDP portion in 
Microfilm, 16mm, 
Master

		     14 	        	Entire Manual, 
Microfilm, 16mm, 
Duplicate

		      0 	        	Entire Manual, 
Microfilm, 16mm, 
Master

		      0 	        	Digital Format

 3.	System Schematics Manual	     20 	        	Printed 2 Sides

		      0 	        	35mm Aperture 
Cards

		     10 	        	Microfilm, 16mm, 
Duplicate

		      0 	        	Microfilm, 16mm, 
Master 
(737,747,757,767
)

		      0 	        	Digital Format

 4.	Connector Part Number	      2 	        	Printed 2 Sides
	Options Document

 5.	Structural Repair Manual	      5 	    30  	Printed 2 Sides

		      0 	        	Printed 1 Side

		     12 	        	Microfilm, 16mm, 
Duplicate

		      0 	        	Microfilm, 16mm, 
Master

		      0 	        	Magnetic Tape
				Text (Print File 
				Format)
				Illustrations 
				(CGM Format) 
 6.	Component Maintenance/	     4  	        	Printed 2 Sides
	Overhaul Manuals
		     6  	        	Microfilm, 16mm, 
Duplicate

		     0  	        	Microfilm, 16mm, 
Master

		     0  	        	Magnetic Tape
				Text (Print File 
				Format)
				Illustrations 
				(CGM Format)

 7.	Chapter 20 Standard	     0  	        	Printed 2 Sides
	Overhaul Practices Manual
	(total quantity - all models)	     0  	        
	Printed 1 Side

		    12  	        	Microfilm, 16mm, 
Duplicate

		     0  	        	Microfilm, 16mm, 
Master
 8.	Chapter 20 Standard Wiring	     5  	        	Printed 2 Sides
	Practices Manual
	(total quantity - all models)	    25  	        
	Microfilm, 
16mm, Duplicate

		     0  	        	Microfilm, 16mm, 
Master

 9.	Nondestructive Test	     0   	        	Printed 2 Sides
	Manual
		     0  	        	Printed 1 Side

		     2  	        	Microfilm, 16mm, 
Duplicate

		     0  	        	Microfilm, 16mm, 
Master


		     0  	        	Magnetic Tape
Text (Print File 
Format)
Illustrations 
(CGM Format) 

10.	Service Bulletins	     2  	        	Printed 2 Sides

11.	Service Bulletins Index	     1  	        	Printed 2 Sides

12.	Corrosion Prevention Manual	     5  	        	Printed 2 Sides

		     0  	        	Printed 1 Side

		     0  	        	Microfilm, 16mm, 
Duplicate

		     0  	        	Microfilm, 16mm, 
Master

		     0  	        	Magnetic Tape
Text (Print File 
Format)
Illustrations 
(CGM Format) 

13.	Fuel Measuring Stick	   3/ A/C	        	Printed 1 Side
	Calibration Document
		Check One:
			U. S. Gallons	  X
			Imperial Gallons	   
			Pounds	   
			Kilograms	   
			Liters	   

14.	Power Plant Buildup Manual	    10   	        	Printed 2 Sides

		     0   	        	Printed 1 Side

		     0  	        	Microfilm (16mm) 
Duplicate

		     0  	        	Microfilm (16mm) 
Master

15.	FMS BITE Manual	     25 	        	Printed 2 Sides

		      0 	        	Microfilm, 16mm, 
Duplicate

		      0 	        	Microfilm, 16mm, 
Master/



16.	In-Service Activity Report	     2  	        	Printed 2 sides

17.	All Operator Letter	     2  	        	Printed 1 or
2 sides

18.	Service Letters	     3  	        	Printed 1 or
2 sides

19.	Structural Item Interim	     2  	        	Printed 1 or
	Advisory			2 sides

20.	Maintenance Tips	     2  	        	Printed 1 or
2 sides

21.	Combined Index	     1  	        	Printed 2 sides

		     1  	        	Digital Format

C.	MAINTENANCE PLANNING

 1.	Maintenance Planning	     3  	        	Printed 2 sides
	Data Documents
		     0  	        	Microfilm (16mm) 
Duplicate

		     0  	        	Microfilm (16mm) 
Master

		     0  	        	Digital Format

 2.	Maintenance Task Cards	     1  	        	Printed 1 Side

		     0  	        	Microfilm (16mm) 
Duplicate

		     0  	        	Microfilm (16mm) 
Master

		     1  	        	Digital Format


 3.	Maintenance Task Card Index	     1  	        	Printed 2 sides

		     0  	        	Digital Format  
(777)

 4.	Maintenance Inspection	     2  	        	Printed 2 sides
	Intervals Report
	(total quantity - all models)

D.	SPARES

 1.	Illustrated Parts Catalog	     0  	        	Printed 2 Sides
	(select one format only)
		     0  	        	Printed 1 Side

		    35  	        	Microfilm (16mm) 
Duplicate

		     0  	        	Microfilm (16mm) 
Master
 2.	Standards Books

	a.	Index	     0  	        	Printed 2 Sides

		     2  	        	Microfilm (16mm) 
Duplicate

	b.	Parts Standards	     0  	        	Printed 2 Sides

		     2  	        	Microfilm (16mm) 
Duplicate

	c.	Parts Specifications	     0  	        	Printed 2 Sides

		     2  	        	Microfilm (16mm) 
Duplicate

	d.	Standards for Repair	     0  	        	Printed 2 Sides

		     1  	        	Microfilm (16mm) 
Duplicate

	e.	Obsolete Standards	     0  	        	Printed 2 Sides

		     1  	        	Microfilm (16mm) 
Duplicate

	f.	Commercial Markers	     0  	        	Printed 2 Sides

		     1  	        	Microfilm (16mm) 
Duplicate

	g.	Commercial Markers 737	     0  	        	Printed 2 Sides

		     1  	        	Microfilm (16mm) 
Duplicate

	h.	Passenger Cabin Symbology	     0  	        	Printed 2 Sides
		(Commercial Placards)
		     1  	        	Microfilm (16mm) 
Duplicate

	i.	Process Standards	     0  	        	Printed 2 Sides

		     4  	        	Microfilm (16mm) 
Duplicate
	j.	Material Standards	     0  	        	Printed 2 Sides

		     1  	        	Microfilm (16mm) 
Duplicate

	k.	Drafting Standards Practices	     0  	        
	Printed 2 Sides

		     1  	        	Microfilm (16mm) 
Duplicate

	l.	Specification Support	     0  	        	Printed 2 Sides
		Standards
		     0  	        	Microfilm (16mm) 
Duplicate

E.	FACILITIES AND EQUIPMENT PLANNING

 1.	Facilities and Equipment	     4  	        	Printed 2 Sides
	Planning Document
		     0  	        	Microfilm (16mm) 
Master (777)


 2.	Special Tool and Ground	     1  	        	Microfilm, 
(35mm)
	Handling Equipment Drawings			Duplicate in 
Aperture Card 
Format

 3.	Special Tool and Ground	     2  	        	Printed 2 Sides
	Handling Equipment Drawings
Index

 4.	Supplementary Tooling	     1  	        	Printed 2 Sides
	Documentation
(total quantity - all models)

 5.	System Test Equipment	     2  	        	Printed 1 Side
	Document

 6.	Illustrated Tool and	     2  	        	Printed 2 Sides
	Equipment List/Manual
		     0  	        	Printed 1 Side

		     1  	        	Microfilm, 16mm, 
Duplicate

		     0  	        	Microfilm, 16mm, 
Master

 7.	Aircraft Recovery Document	     6  	        	Printed 2 Sides

 8.	Airplane Characteristics for	     2  	        	Printed 2 sides
	Airport Planning

 9.	Airplane Rescue and Fire	     2  	        	Printed 2 Sides
	Fighting Document (total
	quantity - all models)

10.	Engine Handling Document	     2  	        	Printed 2 Sides

F.	Configuration, Maintenance	     2  	        	Printed 2 Sides
	and Procedures for Extended
	Range Operations Document/

G.	ETOPS Guide Vol. I	     2  	        	Printed 2 Sides
	(Configuration, Maintenance
	and Procedures Supplement)/

H.	ETOPS Guide Vol. II	     2  	        	Printed 2 Sides
	(Maintenance Programs Guidelines)
	(total quantity - all models)/

I.	Computer Software Index	     2  	        	Printed 2 Sides
	(total quantity - all models)


J.	Supplier Technical Data

	1.	Service Bulletins	     2  	        	Printed

	2.	Ground Support Equipment	     4  	        	Printed
		Data

	3.	Provisioning Information	     2  	        	Printed

	4.	Component Maintenance/	     3  	        	Printed
		Overhaul Manuals

	5.	Component Maintenance/	     5  	        	Printed
		Overhaul Manuals Index
		(total quantity - all models)

	6.	Publications Index	     3   	        	Printed

	7.	Product Support Supplier	     1   	        	Printed
		Directory (total quantity - 
		all models)



PART E

BUYER'S INDEMNIFICATION OF BOEING AND INSURANCE


1.	Buyer's Indemnification Of Boeing.

	Buyer hereby indemnifies and holds harmless Boeing from and against 
all claims and liabilities, including costs and expenses (including 
attorneys' fees) incident thereto or incident to successfully establishing 
the right to indemnification, for injury to or death of any person or 
persons, including employees of Buyer but not employees of Boeing, or for 
loss of or damage to any property, including Aircraft, arising out of or in 
any way related to the performance by Boeing of training, services or other 
obligations pursuant to this Exhibit C, whether or not arising in tort or 
occasioned in whole or in part by the negligence of Boeing, whether active, 
passive or imputed.

	1.1	With regard to training, services and obligations other than 
Revenue Service Training, the foregoing indemnification will not apply to 
the legal liability to persons or parties other than Buyer or Buyer's 
assignees arising out of an accident caused solely by a product defect in 
an Aircraft.

	1.2	With regard to Revenue Service Training, the foregoing 
indemnification will apply to the legal liability to persons or parties 
other than Buyer or Buyer's assignees, even if arising out of an accident 
caused solely by a product defect in an Aircraft.

2.	Buyer's Insurance.

	Evidence of insurance will be required 30 days prior to the 
scheduled delivery of the first Aircraft.  Accordingly, Buyer will provide 
certificates of insurance specifically referencing the Agreement and 
paragraph 1 of this Part E.  In addition to showing policy number, limits 
of liability, and effective dates of coverage, such certificates will 
contain but not be limited to the following provisions:

	2.1	Hull All Risk; Hull War & Allied Perils Insurance.

		Insurers and/or reinsurers will hold harmless and waive all 
rights of subrogation against Boeing for any damages or claims arising out 
of these Exhibit C services.

	2.2	Aircraft Liability Insurance.

		(a)	To name Boeing as an additional insured in connection 
with the performance by Boeing of training, services, or other obligations 
provided under this Exhibit C.

		(b)	To provide that the insurance arranged herein will be 
primary and without right of contribution with respect to any other 
insurance which may be available for the protection of Boeing.

		(c)	To provide that all provisions of the insurance, 
except the limits of liability, will operate to give each insured or 
additional insured the same protection as if there were a separate policy 
issued covering each insured or additional insured.

		(d)	To provide that no act, omission, breach of any 
warranty or condition, or misrepresentation on the part of the Insured or 
any other person or party (other than by Boeing) will void, exclude, 
minimize, or adversely change this coverage as it applies to Boeing.

	2.3	For Coverages Specified in 2.1 and 2.2.

		(a)	Acknowledgment that the insurers and/or reinsurers are 
aware of and have seen a copy of the Agreement and accept and insure the 
risks and indemnity herein to the extent of the coverage and endorsements 
as described in this certificate.

		(b)	To give 30 day written notice of cancellation, 
termination or adverse material alteration of the policies (7 day written 
notice in the event of War Risk or such lesser period as may be in effect 
with prior notice).
		(c)	That Boeing will not be responsible for payment, set 
off, or assessment of any kind of any premiums in connection with the 
policies, endorsements or coverages described herein.

		(d)	For the purpose of this Part E, "Boeing" is defined as 
The Boeing Company, its divisions, subsidiaries, affiliates, the assignees 
of each and their respective directors, officers, employees and agents.

If more than one Aircraft is to be delivered under the Purchase Agreement, 
the insurance certificates must reference all Aircraft when delivered or 
separate certificates must be supplied for each Aircraft.  The certificates 
of insurance will be kept current and valid.


PART F

Alleviation or Cessation of Performance


Boeing will not be required to provide any services, training, data or 
goods at a facility while:

	1.	a labor stoppage or dispute in progress involving Buyer 
exists;

	2.	wars or warlike operations, riots or insurrections in the 
country where such facility is located exist;

	3.	conditions at such facility which, in the opinion of Boeing, 
are detrimental to the general health, welfare or safety of its personnel 
and/or their families exist;

	4.	the United States Government refuses permission to any Boeing 
personnel or their families to enter the country where such facility is 
located, or recommends that any Boeing personnel or their families leave 
such country; or

	5.	the United States Government refuses Boeing permission to 
deliver goods or services to the country where such facility is located.

Boeing further reserves the right, upon the occurrence of any of such 
events, subsequent to the location of Boeing personnel at Buyer's facility, 
to immediately and without prior notice relocate its personnel and their 
families to a place of Boeing's choosing.  Any delay resulting therefrom 
will be deemed a delay by mutual agreement.







AIRFRAME AND ENGINE PRICE ADJUSTMENT

between

THE BOEING COMPANY

and

ALASKA AIRLINES, INC.





Exhibit D to Purchase Agreement Number 1954


PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(1995 Base Price)


1.	Formula.

	The Airframe Price Adjustment will be determined at the time of 
Aircraft delivery in accordance with the following formula:

	Pa = (P)(L + M - 1)

	Where:

	Pa = Airframe Price Adjustment.

	L =	.65 x  ECI 
		      130.1

	M =	.35 x  ICI 
		      123.6

	P =	Aircraft Basic Price (as set forth in Article 3.2 of this 
Agreement) less the base price of Engines (as defined in this 
Exhibit D) in the amount of $[Confidential Treatment 
Requested].

     ECI =	A value using the "Employment Cost Index for workers in 
aerospace manufacturing" (aircraft manufacturing, standard 
industrial classification code 3721, compensation, base month 
and year June 1989 = 100), as released by the Bureau of Labor 
Statistics, U.S. Department of Labor on a quarterly basis for 
the months of March, June, September and December, calculated 
as follows: A three-month arithmetic average value (expressed 
as a decimal and rounded to the nearest tenth) will be 
determined using the months set forth in the table below for 
the applicable Aircraft, with the released Employment Cost 
Index value described above for the month of March also being 
used for the months of January and February; the value for June 
also used for April and May; the value for September also used 
for July and August; and the value for December also used for 
October and November.

     ICI =	The three-month arithmetic average of the released monthly 
values for the Industrial Commodities Index as set forth in the 
"Producer Prices and Price Index" (Base Year 1982 = 100) as 
released by the Bureau of Labor Statistics, U.S. Department of 
Labor values (expressed as a decimal and rounded to the nearest 
tenth) for the months set forth in the table below for the 
applicable Aircraft.

	In determining the value of L, the ratio of ECI divided by 130.1 
will be expressed as a decimal rounded to the nearest ten-thousandth and 
then multiplied by .65 with the resulting value also expressed as a decimal 
and rounded to the nearest ten-thousandth.

	In determining the value of M, the ratio of ICI divided by 123.6 
will be expressed as a decimal rounded to the nearest ten-thousandth and 
then multiplied by .35 with the resulting value also expressed as a decimal 
and rounded to the nearest ten-thousandth.

                                Months to be Utilized
Month of Scheduled              in Determining the
Aircraft Delivery               Value of ECI and ICI     

January                         June  B, July  B, Aug.  B
February                        July  B, Aug.  B, Sept. B
March                           Aug.  B, Sept. B, Oct.  B
April                           Sept. B, Oct.  B, Nov.  B
May                             Oct.  B, Nov.  B, Dec.  B
June                            Nov.  B, Dec.  B, Jan.  D
July                            Dec.  B, Jan.  D, Feb.  D
August                          Jan.  D, Feb.  D, Mar.  D
September                       Feb.  D, Mar.  D, Apr.  D
October                         Mar.  D, Apr.  D, May   D
November                        Apr.  D, May   D, June  D
December                        May   D, June  D, July  D

The following definitions of B and D will apply:

	B	=	The calendar year before the year in which the scheduled month 
of delivery as set forth in Article 2.1 occurs.

	D	=	The calendar year during which the scheduled month of delivery 
as set forth in Article 2.1 occurs.

2.	If at the time of delivery of an Aircraft Boeing is unable to 
determine the Airframe Price Adjustment because the applicable values to be 
used to determine the ECI and ICI have not been released by the Bureau of 
Labor Statistics, then:

	2.1	The Airframe Price Adjustment, to be used at the time of 
delivery of each of the Aircraft, will be determined by utilizing the 
escalation provisions set forth above.  The values released by the Bureau 
of Labor Statistics and available to Boeing 30 days prior to scheduled 
Aircraft delivery will be used to determine the ECI and ICI values for the 
applicable months (including those noted as preliminary by the Bureau of 
Labor Statistics) to calculate the Airframe Price Adjustment.  If no values 
have been released for an applicable month, the provisions set forth in 
Paragraph 2.2 below will apply.  If prior to delivery of an Aircraft the 
U.S. Department of Labor changes the base year for determination of the ECI 
or ICI values as defined above, such rebased values will be incorporated in 
the Airframe Price Adjustment calculation.  The payment by Buyer to Boeing 
of the amount of the Purchase Price for such Aircraft, as determined at the 
time of Aircraft delivery, will be deemed to be the payment for such 
Aircraft required at the delivery thereof.

	2.2	If prior to delivery of an Aircraft the U.S. Department of 
Labor substantially revises the methodology used for the determination of 
the values to be used to determine the ECI and ICI values (in contrast to 
benchmark adjustments or other corrections of previously released values), 
or for any reason has not released values needed to determine the 
applicable Aircraft Airframe Price Adjustment, the parties will, prior to 
delivery of any such Aircraft, select a substitute for such values from 
data published by the Bureau of Labor Statistics or other similar data 
reported by non-governmental United States organizations, such substitute 
to lead in application to the same adjustment result, insofar as possible, 
as would have been achieved by continuing the use of the original values as 
they may have fluctuated during the applicable time period.  Appropriate 
revision of the formula will be made as required to reflect any substitute 
values.  However, if within 24 months from delivery of the Aircraft the 
Bureau of Labor Statistics should resume releasing values for the months 
needed to determine the Airframe Price Adjustment, such values will be used 
to determine any increase or decrease in the Airframe Price Adjustment for 
the Aircraft from that determined at the time of delivery of such Aircraft.

	2.3	In the event escalation provisions are made non-enforceable 
or otherwise rendered null and void by any agency of the United States 
Government, the parties agree, to the extent they may lawfully do so, to 
equitably adjust the Purchase Price of any affected Aircraft to reflect an 
allowance for increases or decreases in labor compensation and material 
costs occurring since February, 1995, which is consistent with the 
applicable provisions of paragraph 1 of this Exhibit D.

3.	For the calculations herein, the values released by the Bureau of 
Labor Statistics and available to Boeing 30 days prior to scheduled 
Aircraft delivery will be used to determine the ECI and ICI values for the 
applicable months (including those noted as preliminary by the Bureau of 
Labor Statistics) to calculate the Airframe Price Adjustment.

Note:	Any rounding of a number, as required under this Exhibit D with 
respect to escalation of the airframe price, will be accomplished as 
follows:  if the first digit of the portion to be dropped from the 
number to be rounded is five or greater, the preceding digit will be 
raised to the next higher number.



ENGINE PRICE ADJUSTMENT - CFM INTERNATIONAL, INC.
(1995 BASE PRICE)


(a)	The Aircraft Basic Price of each Aircraft set forth in 
Article 3.1 of this Agreement includes an aggregate price for CFM56-3C-1 
engines and all accessories, equipment and parts therefor provided by the 
engine manufacturer (collectively in this Exhibit D called "Engines") of 
[Confidential Treatment Requested].  The adjustment in Engine price 
applicable to each Aircraft ("Engine Price Adjustment" herein) will be 
determined at the time of Aircraft delivery in accordance with the 
following formula:

	D1  =	(Pb x  CPI  ) - Pb
	138.27

(b)  The following definitions will apply herein:

	D1  =	Engine Price Adjustment

	Pb  =	Aggregate Engine Base Price as set forth in Paragraph (a) 
above.

	CPI =	The Composite Price Index as determined in accordance with 
the formula set forth below.  The Index values referred to 
below, to be used in determining the CPI, will be for the 
ninth month prior to the month of scheduled Aircraft 
delivery.  Such Index values will be those prepared by the 
Bureau of Labor Statistics, U.S. Department of Labor.

		CPI =	L + M1 + M2 + M3

		L   =	The Labor Index for such month will be the quotient, 
expressed as a decimal and rounded to the nearest 
thousandth, of the "Hourly Earnings of Aircraft 
Engines and Engine Parts Production Workers" SIC 3724, 
for such month divided by Eleven Dollars and Sixteen 
Cents ($11.16).  Such quotient will be multiplied by 
100 and then by fifty-five percent (55%) with the 
value resulting from the latter multiplication 
expressed as a decimal and rounded to the nearest 
hundredth.

		M1  =	The Industrial Commodities Index for such month will 
be equal to ten percent (10%) of the Producer Price 
Index for "all commodities other than Farm and Foods," 
Code 3-15, (Base Year 1982 = 100) for such month, 
expressed as a decimal and rounded to the nearest 
hundredth.

		M2  =	The Metals and Metal Products Index for such month 
will be equal to twenty-five percent (25%) of the 
Producer Price Index for "Metals and Metal Products," 
Code 10, (Base Year 1982 = 100) for such month 
expressed as a decimal and rounded to the nearest 
hundredth.

		M3  =	The Fuel Index for such month will be equal to ten 
percent (10%) of the Producer Price Index for "Fuel 
and Related Products and Power," Code 5, (Base Year 
1982 = 100) for such month expressed as a decimal and 
rounded to the nearest hundredth.

	138.27  =	Composite Price Index for October, 1994.

The factor (CPI divided by 138.27) by which the Aggregate Engine Base Price 
is to be multiplied will be expressed as a decimal and rounded to the 
nearest thousandth.

The Engine Price Adjustment will not be made if it would result in a 
decrease in the aggregate Engine base price.

(c)	The values of the Average Hourly Earnings and Producer Price Indices 
used in determining the Engine Price Adjustment will be those published by 
the Bureau of Labor Statistics, U.S. Department of Labor as of a date 30 
days prior to the scheduled Aircraft delivery to Buyer.  Such values will 
be considered final and no Engine Price Adjustment will be made after 
Aircraft delivery for any subsequent changes in published Index values.


(d)	If the U.S. Department of Labor, Bureau of Labor Statistics (i) 
substantially revises the methodology (in contrast to benchmark adjustments 
or other corrections of previously published data) or (ii) discontinues 
publication of any of the data referred to above, CFMI agrees to meet 
jointly with Boeing and Buyer to jointly select a substitute for the 
revised or discontinued data; such substitute data to lead in application 
to the same adjustment result, insofar as possible, as would have been 
achieved by continuing the use of the original data as it may have 
fluctuated had it not been revised or discontinued.

Appropriate revision of the Engine Price Adjustment provisions set forth 
above will be made to accomplish this result for the affected Engines.

In the event the Engine price escalation provisions are made 
non-enforceable or otherwise rendered null and void by any agency of the 
United States Government, CFMI agrees to meet with Boeing and Buyer to 
jointly agree, to the extent such parties may lawfully do so, to adjust 
equitably the purchase price of any affected Engine(s) to reflect an 
allowance for increases in labor, material and fuel costs that have 
occurred from the period represented by the CPI to the ninth month 
preceding the month of scheduled delivery of the applicable aircraft.

NOTE:	Any rounding of a number, as required under this Exhibit D with 
respect to escalation of the Engine price, will be accomplished as 
follows:  if the first digit of the portion to be dropped from the 
number to be rounded is five or greater, the preceding digit will be 
raised to the next higher number.








BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

between

THE BOEING COMPANY

and

ALASKA AIRLINES





Exhibit E to Purchase Agreement Number 1954




BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

Dated                           

Relating to

BOEING MODEL 737 AIRCRAFT


                     


	This Buyer Furnished Equipment Provisions Document is Exhibit E to 
and forms a part of Purchase Agreement No. 1954, between The Boeing Company 
(Boeing) and Alaska Airlines (Buyer) relating to the purchase of Boeing 
Model 737-490 aircraft.


BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT


1.	General.

	Certain equipment to be installed in the Aircraft is furnished to 
Boeing by Buyer at Buyer's expense.  This equipment is designated "Buyer 
Furnished Equipment" (BFE) and is listed in the Detail Specification.  On 
or before October 1, 1996, Boeing will provide to Buyer a BFE Requirements 
On-Dock/Inventory Document (BFE Document) or an electronically transmitted 
BFE Report which may be periodically revised, setting forth the items, 
quantities, on-dock dates and shipping instructions relating to the in 
sequence installation of BFE.  For planning purposes, a preliminary BFE on-
dock schedule is set forth in the attachment to this Exhibit.

2.	Supplier Selection.

	Buyer will:

	2.1	Select and notify Boeing of the suppliers of the following 
BFE items by the following dates:

		Galley System		 September 30,1996      

		Seats (passenger)	 September 30, 1996     

	2.2	Meet with Boeing and such selected BFE suppliers promptly 
after such selection to:

		2.2.1	complete BFE configuration design requirements for 
such BFE; and

		2.2.2	confirm technical data submittal dates for BFE 
certification.


3.	Buyer's Obligations.

	Buyer will:

	3.1	comply with and cause the supplier to comply with the 
provisions of the BFE Document or BFE Report;

		3.1.1	deliver technical data (in English) to Boeing as 
required to support installation and FAA certification in accordance with 
the schedule provided by Boeing or as mutually agreed upon during the BFE 
meeting referred to above;

		3.1.2	deliver BFE including production and/or flight 
training spares to Boeing in accordance with the quantities and schedule 
provided therein; and

		3.1.3	deliver appropriate quality assurance documentation to 
Boeing as required with each BFE part (D6-56586, "BFE Product Acceptance 
Requirements");

	3.2	authorize Boeing to discuss all details of the BFE directly 
with the BFE suppliers;

	3.3	authorize Boeing to conduct or delegate to the supplier 
quality source inspection and supplier hardware acceptance of BFE at the 
supplier location;

		3.3.1	require supplier's contractual compliance to Boeing 
defined source inspection and supplier delegation programs, including 
availability of adequate facilities for Boeing resident personnel; and

		3.3.2	assure that Boeing identified supplier's quality 
systems be approved to Boeing document D1-9000;

	3.4	provide necessary field service representation at Boeing's 
facilities to support Boeing on all issues related to the installation and 
certification of BFE;

	3.5	deal directly with all BFE suppliers to obtain overhaul data, 
provisioning data, related product support documentation and any warranty 
provisions applicable to the BFE;

	3.6	work closely with Boeing and the BFE suppliers to resolve any 
difficulties, including defective equipment, that arise;

	3.7	be responsible for modifying, adjusting and/or calibrating 
BFE as required for FAA approval and for all related expenses;

	3.8	warrant that the BFE will meet the requirements of the Detail 
Specification; and

	3.9	be responsible for providing equipment which is FAA 
certifiable at time of Aircraft delivery, or for obtaining waivers from the 
applicable regulatory agency for non-FAA certifiable equipment.

4.	Boeing's Obligations.

	Other than as set forth below, Boeing will provide for the 
installation of and install the BFE and obtain certification of the 
Aircraft with the BFE installed.

5.	Nonperformance by Buyer.

	If Buyer's nonperformance of obligations in this Exhibit or in the 
BFE Document causes a delay in the delivery of the Aircraft or causes 
Boeing to perform out-of-sequence or additional work, Buyer will reimburse 
Boeing for all resulting expenses and be deemed to have agreed to any such 
delay in Aircraft delivery.  In addition Boeing will have the right to:

	5.1	provide and install specified equipment or suitable alternate 
equipment and increase the price of the Aircraft accordingly; and/or

	5.2	deliver the Aircraft to Buyer without the BFE installed.

6.	Return of Equipment.

	BFE not installed in the Aircraft will be returned to Buyer in 
accordance with Buyer's instructions and at Buyer's expense.

7.	Title and Risk of Loss.

	Title to and risk of loss of BFE will at all times remain with Buyer 
or other owner.  Boeing will have only such liability for BFE as a bailee 
for mutual benefit would have, but will not be liable for loss of use.


8.	Indemnification of Boeing.

	Buyer hereby indemnifies and holds harmless Boeing from and against 
all claims and liabilities, including costs and expenses (including 
attorneys' fees) incident thereto or incident to successfully establishing 
the right to indemnification, for injury to or death of any person or 
persons, including employees of Buyer but not employees of Boeing, or for 
loss of or damage to any property, including any Aircraft, arising out of 
or in any way connected with any nonconformance or defect in any BFE and 
whether or not arising in tort or occasioned in whole or in part by the 
active, passive or imputed negligence of Boeing.  This indemnity will not 
apply with respect to any nonconformance or defect caused solely by 
Boeing's installation of the BFE.

9.	Patent Indemnity.

	Buyer hereby indemnifies and holds harmless Boeing from and against 
all claims, suits, actions, liabilities, damages and costs arising out of 
any actual or alleged infringement of any patent or other intellectual 
property rights by BFE or arising out of the installation, sale or use of 
BFE by Boeing.

10.	Definitions.

	For the purposes of the above indemnities, the term "Boeing" 
includes The Boeing Company, its divisions, subsidiaries and affiliates, 
the assignees of each, and their directors, officers, employees and agents.


BOEING MODEL 737-400 AIRCRAFT


Item	Preliminary On-Dock Dates



	June, 1997	July, 1997
	Aircraft	Aircraft

Seats	4/11/97	5/13/97

Galleys	4/8/97	5/8/97

Electronics	4/2/97	5/2/97

Furnishings	4/4/97	5/6/97

	July, 1997	January, 1998
	Aircraft	Aircraft

Seats	5/15/97	11/3/97

Galleys	5/12/97	10/29/97

Electronics	5/6/97	10/24/97

Furnishings	5/8/97	10/23/97

	February, 1998	March, 1998
	Aircraft	Aircraft

Seats	12/5/97	1/15/98

Galleys	12/2/97	1/12/98

Electronics	11/25/97	1/7/98

Furnishings	12/2/97	1/12/98




BOEING MODEL 737-400 AIRCRAFT


Item	Preliminary On-Dock Dates



	April, 1998	May, 1998
	Aircraft	Aircraft

Seats	2/12/98	3/16/98

Galleys	2/9/98	3/11/98

Electronics	2/4/98	3/5/98

Furnishings	2/9/98	3/10/98

	August, 1998	September, 1998
	Aircraft	Aircraft

Seats	6/5/98	7/10/98

Galleys	6/2/98	7/7/98

Electronics	5/28/98	6/30/98

Furnishings	6/3/98	7/6/98

	March, 1999	May 1999
	Aircraft	Aircraft

Seats	1/8/99	3/5/99

Galleys	1/5/99	3/2/99

Electronics	12/21/98	2/24/99

Furnishings	1/4/99	3/1/99








DEFINED TERMS DOCUMENT

between

THE BOEING COMPANY

and

ALASKA AIRLINES





Exhibit F to Purchase Agreement Number 1954



DEFINED TERMS DOCUMENT

Dated                      

Relating to

BOEING MODEL 737-490 AIRCRAFT


                      


	This Document is Exhibit F to and forms a part of Purchase Agreement 
No. 1954 (Agreement) between The Boeing Company (Boeing) and Alaska 
Airlines (Buyer) relating to the purchase of Boeing Model 737-490 aircraft.

	The following is a list of those terms and their definitions as used 
and not otherwise defined in this Agreement.  Such terms are identified in 
the Agreement by the use of an initial capital letter.


Advance Payment Base 
Price
Boeing's estimate of the 
Aircraft Price is set 
forth in Article 3.
Article 3, Paragraph 
3,4
Agreement
Purchase Agreement 
No. 1954, including all 
Exhibits, the Detail 
Specification, 
attachments, letter 
agreements and other 
written modifications and 
amendments thereto.
Opening paragraph 
of the Agreement
Aircraft (includes 
"the", "all", 
"first", "last" 
"such", etc.)
The aircraft described in 
Article 1, Para. 1.1.
Article 1, Para. 1.1
Aircraft Basic Price
The amount set forth in 
Article 3, Para. 3.1.4.
Article 3, Para. 
3.1.4
Aircraft Price
The total amount Buyer is 
to pay for an Aircraft 
which is described in 
Article 3,  Para. 3.1.6. 
Article 3, Para. 
3.1.6
Aircraft Software
The computer software 
included with the Aircraft 
when the Aircraft is 
delivered by Boeing, 
described in Exhibit B, 
Part D-1, Para. 1.
Exhibit B, Part D-1, 
Para 1
Airframe Component
A component described in 
Exhibit B, Part C, Para. 
1.1
Exhibit B Part C 
Para. 1.1
Article
An Article of the 
Agreement.
Article 6, Para. 6.4
Base Airframe Price
The airframe price 
described in Article 3, 
Para. 3.1.2.
Article 3,
Para. 3.1.2
Boeing
The Seller of the Aircraft 
identified in the opening 
paragraph of the 
Agreement.
Opening paragraph of 
the Agreement
Boeing Warranty
Part A of Exhibit B to the 
Agreement.
Exhibit B, Part A, 
Para. 1
Buyer
The purchaser of the 
Aircraft identified in the 
opening paragraph of the 
Agreement.
Opening paragraph of 
the Agreement
Buyer Furnished 
Equipment or BFE
Equipment provided by 
Buyer pursuant to Exhibit 
E for installation by 
Boeing on the Aircraft.
Article 4.2
Buyer Furnished 
Equipment Document
Document provided by 
Boeing to Buyer defining 
requirements for BFE.  
Exhibit E, Para. 1.
Article 13, Para. 
13.1 
Certificate of 
Airworthiness
The certificate issued by 
the FAA pursuant to Part 
21 of the Federal Aviation 
Regulations for each of 
the Aircraft purchased 
under this Agreement as 
described in Article 8.  
Article 8, Para. 
8.1.1.2 (referred to 
therein as Standard 
Airworthiness 
Certificate)
Change Order
A change to the Detail 
Specification, as 
described in Article 7, 
Para. 7.2.
Article 7, Para. 7.2
Covered Component
An Airframe Component as 
described in Exhibit B, 
Part C, Para. 1.4.
Exhibit B Part C 
Para. 1.4
Customer Support 
Document
Exhibit C to the 
Agreement.
Article 12, Para. 
12.5
Customer Support 
Services
The Boeing services, 
training and other 
obligations described in 
Exhibit C to the 
Agreement.
Article 12, Para. 
12.5
Deposit
The money paid by Buyer to 
Boeing as part of the 
acceptance of the Aircraft 
proposal.
Article 5, Para. 5.1
Detail Specification
The Boeing document that 
describes the 
specifications of the 
Aircraft modified from 
time to time to include 
developmental and Buyer 
requested changes.
Article 1, Para. 1.1
Development 
Change(s)
Changes to the basic 
specification that do not 
affect price, delivery, 
guaranteed weight, 
performance or 
interchangeability as 
described in Article 7, 
Para. 7.1.
Article 7, Para. 7.1
Disclaimer and 
Release
The Disclaimer and Release 
set forth in Article 12, 
Para. 12.2.
Article 12, 
Para. 12.2
Documents
The data and documents 
provided by Boeing under 
the Agreement.
Exhibit C, Part D 
Para. 2
Economic Price 
Adjustment
Article 3, Para.  3.1.5. 
Article 3,
Para. 3.1.5
Engine(s)
The engines installed on 
the Aircraft as described 
in the Detail 
Specification.
Article 3, 
Para. 3.1.2
Engine Price
The price of the Engines 
installed on the Aircraft 
set forth in Exhibit D, 
including all accessories, 
equipment and parts 
therefor provided by the 
Engine manufacturer.
Article 3, Para. 
3.1.3
Engine Price 
Adjustment
The adjustment to the 
Engine Price as required 
by Article 3, Para. 3.1.2, 
and as calculated pursuant 
to Exhibit D.
Exhibit D
Excusable Delay
A delay resulting from any 
of the causes described in 
Article 6, Para. 6.1.
Article 6, Para. 6.1



FAA
The Federal Aviation 
Administration of the 
Department of 
Transportation of the 
United States, including 
the Administrator of the 
Federal Aviation 
Administration, the 
National Transportation 
Safety Board and any other 
authority or agency of the 
Federal Government of the 
United States having like 
jurisdiction.
Article 8, Para. 
8.1.1
Failed Component
A component as described 
in Exhibit B, Part C, 
Para. 1.6.
Exhibit B Part C 
Para. 1.6
Failure
Any breakage or defect as 
described in Exhibit B, 
Part C, Para. 5.
Exhibit B Part C 
Para. 1.5
Federal Aviation 
Regulations
The United States Federal 
Aviation Regulations and, 
if they are redesignated 
or discontinued, any 
comparable regulations or 
parts thereof issued by 
the FAA.
Article 8, Para. 
8.1.1.1
Field Service(s)
Boeing-provided services 
as described in Exhibit C, 
Part B, Para. 2.
Exhibit C, Part B, 
Para. 2
Field Service Period
The length of time Boeing 
provides Field Service to 
Buyer as described in 
Exhibit C, Part B, Para. 
2.1.
Exhibit C, Part B, 
Para. 2.1



Flight Training 
Program
The program of flight 
training described in 
Exhibit C, Part C, Para. 
3.
Exhibit C, Part C, 
Para. 2
Interface Problem
A technical problem 
attributed to the design 
characteristics of the 
Aircraft or its systems, 
as described in Exhibit B, 
Part G, Para. 1.
Exhibit B, Part G, 
Para. 1
Landing Gear 
Component
A component as described 
in Exhibit B, Part C, 
Para. 1.2.
Exhibit B Part C 
Para. 1.2



Maintenance Training 
Program
The program of training 
described in Exhibit C, 
Part A, Para. 3.
Exhibit C, Part A, 
Para. 2






Manufacturer 
Change(s)
A change to the Aircraft 
or performance required of 
Boeing as described in 
Article 8, Para. 8.2.1.
Article 8, Para. 
8.2.1
Operator Change(s)
A change to the Aircraft 
described in Article 8, 
Para. 8.3.1.
Article 8, Para. 
8.3.1
Performance 
Guarantees
The written guarantees 
regarding the operational 
performance of the 
Aircraft set forth in the 
Agreement or the Detail 
Specification.
Article 1, Para. 1.3 
Policy (Boeing 
Service Life Policy)
Exhibit B, Part C, Para. 
2.
Exhibit B, Part C, 
Para. 2



Product Assurance 
Document
Exhibit B of the 
Agreement.
Article 12, Para. 
12.1
Revenue Service 
Training
Flight Training conducted 
on the Aircraft during 
revenue service with cargo 
and/or passengers on 
board.

Exhibit C, Part E, 
Para. 1.1



Spare Component
A component as described 
in Exhibit B, Part C, 
Para. 1.3.
Exhibit B Part C 
Para. 1.3
Special Features
Article 3, Para. 3.1.1.
Article 3,
Para. 3.1.1
Standard 
Airworthiness 
Certificate
A certificate issued by 
the FAA, pursuant to Part 
21 of the Federal Aviation 
Regulations as described 
in Article 8, 
Para. 8.1.1.2.
Article 8, Para.
8.1.1.2
Target Delivery Date
A non binding estimated 
delivery date provided for 
Buyer's planning purposes, 
described in Article 2.
Article 2, Para. 2.2
Taxes
The term "Taxes" defined 
in Article 4, Para. 4.1.
Article 2, Para. 2.3
Type Certificate
A certificate issued by 
the FAA pursuant to Part 
21 of the Federal Aviation 
Regulations described in 
Article 8, Para. 8.1.1.1.
Article 8, 
Para. 8.1.1.1
Warranty Labor Rate
The hourly labor rate 
defined in Exhibit B, Part 
B, Para. 5.3.
Exhibit B, Part B, 
Para. 5.3


1954-1


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington 98188



Subject:	Letter Agreement No. 1954-1 to
		Purchase Agreement No. 1954 - 
		Promotion Support


This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to  Model 737-400 aircraft (the 
Aircraft).

All terms used herein and in the Agreement, and not defined herein, will 
have the same meaning as in the Agreement.

1.	Planning Meeting.

	Boeing will assist Buyer in the introduction of the Aircraft by 
providing to Buyer certain promotion support.  Promptly after execution of 
the Agreement and before any funds are disbursed, a Boeing Airline 
Promotion representative will meet with Buyer's designated representatives 
to discuss the extent, selection, scheduling, and dispursement process for 
the promotion support to be provided.

2.	Support Level.

	Boeing will make available to Buyer up to [Confidential Treatment 
Requested] for Buyer's marketing communications programs.  Programs include 
marketing research; tourism development; corporate identity; direct 
marketing; video tape, film or still photography requirements; planning, 
design and production of collateral materials; management of promotion 
programs; and advertising campaigns.  The intent of this funding program is 
to encourage the use of the Aircraft benefits in support of Buyer's 
marketing communications programs, as Boeing and Buyer mutually agree.  
Prior to any funds being disbursed, Boeing and Buyer will meet to mutually 
agree on the marketing communications programs related to Buyer's 
introduction and operation of the Aircraft.

Boeing's obligation to provide the support will commence at the time the 
purchase of the Aircraft becomes firm (not subject to cancellation by 
either party) and will terminate 2 years from the date the first Aircraft 
is delivered to Buyer.  There will be no cash payments or other support in 
lieu thereof.

3.	Additional Support.

	Additional promotional support may be provided by Boeing subject to 
the parties reaching mutual agreement as to the type of services, timing 
and price.


Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance


1954-2


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington 98188


Subject:	Letter Agreement No. 1954-2 to
		Purchase Agreement No. 1954 - 
		Seller Purchased Equipment


This Letter Agreement amends Letter Agreement 1954-2 of Purchase Agreement 
No. 1954 dated as of even date herewith (the Agreement) between The Boeing 
Company (Boeing) and Alaska Airlines, Inc. (Buyer) relating to  Model 737-
400 aircraft (the Aircraft).

For purposes of this Letter Agreement the following definitions apply:

Seller Purchased Equipment (SPE) is Buyer Furnished Equipment (BFE) that 
Boeing purchases for Buyer.

Developmental Buyer Furnished Equipment (DBFE) is all BFE not previously 
certified for installation on the same model aircraft.

Developmental Seller Purchased Equipment (DSPE) is DBFE which is converted 
to SPE.  

This Letter Agreement does not include developmental avionics.  
Developmental avionics are avionics that have not been previously certified 
for installation on the same model aircraft.

Boeing and Buyer acknowldege that there are no items of DBFE or DSPE in 
Buyer's detail specification D6-38900-1C dated August 29, 1996.

All other terms used herein and in the Agreement, and not defined above, 
will have the same meaning as in the Agreement.

Buyer has requested that Boeing purchase as SPE the BFE which has been 
changed to SPE as reflected in the Detail Specification.  Accordingly, 
Boeing and Buyer agree as follows:

1.	Price.

	Advance Payments.  An estimated SPE price will be included in the 
Aircraft Advance Payment Base Price for the purpose of establishing the 
advance payments for each Aircraft.  The estimated price of the SPE for 
each Aircraft as identified in the Detail Specification as of the date 
hereof, is [Confidential Treatment Requested] expressed in 1995 STE 
dollars.

	Aircraft Price.  The Aircraft Price will be adjusted to reflect (i) 
the actual costs charged Boeing by the SPE suppliers, (ii) a handling fee 
of [Confidential Treatment Requested]% of such costs and (iii) 
transportation charges.  If at some future date, Buyer's configuration is 
revised to include any DBFE and all DBFE, except for developmental 
avionics, is converted to SPE, Boeing will waive the handling fee for all 
SPE.

2.	Responsibilities.

	2.1	If Buyer elects to convert additional BFE 		to 
SPE, Buyer is responsible for:

		(i)	selecting the supplier on or before:

		Not Applicable	for galleys
		Not Applicable	for seats;

		(ii)	selecting a FAA certifiable part; and

		(iii)	providing to Boeing the SPE part specification/Buyer 
requirements.

	2.2.	Boeing is responsible for:

		(i)	placing and managing the purchase order with the 
supplier;

		(ii)	coordinating with the suppliers on technical issues;

		(iii)	ensuring that the delivered SPE complies with the part 
specification;

		(iv)	obtaining certification of the Aircraft with the SPE 
installed; and

		(v)	obtaining for Buyer the supplier's standard warranty 
for the SPE.  SPE is deemed to be BFE for purposes of Exhibit B, the 
Product Assurance Document, of the Agreement.

3.	Changes.

	After this Letter Agreement is signed, changes to SPE may only be 
made by and between Boeing and the suppliers.  Buyer's contacts with SPE 
suppliers relating to design (including selection of materials and colors), 
weights, prices or schedules are for informational purposes only.  If Buyer 
wants changes made to any of the above, requests must be made directly to 
Boeing for negotiating with the supplier.

5.	Proprietary Rights.

	Boeing's obligation to purchase SPE will not impose upon Boeing any 
obligation to compensate Buyer or any supplier for any proprietary rights 
Buyer may have in the design of the SPE.

6.	Remedies.

	If Buyer does not comply with the obligations above, Boeing may:

	(i)	delay delivery of the Aircraft;

	(ii)	deliver the Aircraft without installing the SPE;

	(iii)	substitute a comparable part and invoice Buyer for the cost;

	(iv)	increase the Aircraft Price by the amount of Boeing's 
additional costs attributable to such noncompliance.

7.	Buyer's Indemnification of Boeing.

	Buyer will indemnify and hold harmless Boeing from and against all 
claims and liabilities, including costs and expenses (including attorneys' 
fees) incident thereto or incident to successfully establishing the right 
to indemnification, for injury to or death of any person or persons, 
including employees of Buyer but not employees of Boeing, or for loss of or 
damage to any property, including Aircraft, arising out of or in any way 
connected with any nonconformance or defect in any SPE and whether or not 
arising in tort or occasioned in whole or in part by the negligence of 
Boeing, whether active, passive or imputed.  This indemnity will not apply 
with respect to any nonconformance or defect caused solely by Boeing's 
installation of the SPE.

Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance


1954-3


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington  98188


Subject:	Letter Agreement No. 1954-3 to Purchase Agreement No. 1954 - 
Option Aircraft


This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to Model 737-400 aircraft 
(Aircraft).

All terms not defined herein will have the same meaning as in the 
Agreement.

In consideration of Buyer's purchase of the Aircraft, Boeing agrees to 
manufacture and sell to Buyer up to twelve (12) additional Model 737-400 
Aircraft (Option Aircraft) [Confidential Treatment Requested] as described 
in paragraph 1 of Attachment A hereto, and subject to the terms and 
conditions set forth below.

1.	Delivery.

	1.1 The Option Aircraft will be delivered to Buyer during or before 
the months set forth in the following schedule:

	Month and Year	Number of
	of Delivery   	Option Aircraft

	July 1999		One (1)
	August 1999		One (1)
	October 1999		One (1)
	November 1999		One (1)
	December 1999		One (1)

	January 2000		One (1)
	February 2000		One (1)
	April 2000		Two (2)
	December 2000		One (1)
	January 2001		One (1)
	February 2001		One (1)

2.	Price.

	The estimated delivery prices (Advance Payment Base Price) of the 
Option Aircraft set forth in Attachment A include an allowance of 
$[Confidential Treatment Requested](1995$ STE) for the special features 
listed in paragraph 1 of Attachment A and an estimate for Seller Purchased 
Equipment in the amount of $[Confidential Treatment Requested] (1995$ STE).  
The Advance Payment Base Price excludes any amount for items of BFE.  The 
Option Aircraft pricing elements and associated pricing terms and 
conditions are in Attachment A.

3.	Option Aircraft Deposit.

	In consideration of Boeing's grant to Buyer of options to purchase 
the Option Aircraft as set forth herein, and concurrent with the execution 
of the Purchase Agreement for the Aircraft, Buyer will pay a deposit to 
Boeing of $[Confidential Treatment Requested] for each Option Aircraft (the 
Option Deposit).  In the event Buyer exercises an option herein for an 
Option Aircraft, the amount of the Option Deposit for such Option Aircraft 
will be credited against the first advance payment due for such Option 
Aircraft pursuant to the advance payment schedule set forth in Article 5 of 
the Purchase Agreement.  

In the event that Buyer does not exercise its option to purchase a 
particular Option Aircraft pursuant to the terms and conditions set forth 
herein, Boeing shall be entitled to retain the Option Deposit for such 
Option Aircraft.

4.	Option Exercise.

	To exercise its option to purchase the Option Aircraft, Buyer shall 
give written notice thereof to Boeing on or before the first business day 
of the month in each Option Exercise Date shown below:

	Option Aircraft
	Delivery Date  	Option Exercise Date

	July 1999	On or before February 1, 1998
	August 1999	On or before February 1, 1998
	October 1999	On or before May 1, 1998
	November 1999	On or before May 1, 1998
	December 1999	On or before May 1, 1998

	January 2000	On or before August 1, 1998
	February 2000	On or before August 1, 1998

	April 2000	On or before October 1, 1998

	December 2000	On or before May 1, 1999
	January 2001	On or before May 1, 1999
	February 2001	On or before May 1, 1999


5.	Contract Terms.

	Within thirty (30) days after Buyer exercises an option to purchase 
Option Aircraft pursuant to paragraph 4 above, Boeing and Buyer will use 
their best reasonable efforts to enter into a supplemental agreement 
amending the Purchase Agreement to add the applicable Option Aircraft to 
the Purchase Agreement as a firm Aircraft as provided in Paragraph 7, below 
(the Option Aircraft Supplemental Agreement).

6.	[Confidential Treatment Requested]

7.	Applicability.

	Except as otherwise specifically provided in this Letter Agreement, 
all the applicable terms, conditions and provisions of the Purchase 
Agreement shall apply to  all Option Aircraft [Confidential Treatment 
Requested]that are added to the Purchase Agreement by an Option Aircraft 
Supplemental Agreement as firm Aircraft.

If the foregoing accurately reflects your understanding of the matters 
treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance

Attachments


Model 737-400 Aircraft

1.	Option and [Confidential Treatment Requested] Aircraft Description 
and Changes.

	1.1	Aircraft Description.  The Option Aircraft and [Confidential 
Treatment Requested] Aircraft are described by Detail Specification D6-
38900-4-1C dated August 29, 1996, as revised to include:

		(1)	CFM56-3C-1 Engine Installation 

		(2)	The following special features:

			As described in Exhibit A to the 			
	Agreement

                                                          
	1.2	Changes.  The Detail Specification  will be revised to 
include:

		(1)	Changes applicable to the basic Model 737-400 aircraft 
which are developed by Boeing between the date of the Detail Specification 
and the signing of a definitive agreement to purchase the Option Aircraft.

		(2)	Changes mutually agreed upon.

		(3)	Changes required to obtain a Standard Certificate of 
Airworthiness.

2.	Price Description - Model 737-400

	2.1	Price Elements Per Aircraft


		[Confidential Treatment Requested]


	2.2	Price Adjustments.

		2.2.1	Special Features.  The price for Special Features 
selected for the Option Aircraft will be adjusted to Boeing's then-current 
prices as of the date of execution of the definitive agreement for the 
Option Aircraft.  

		2.2.2	Escalation Adjustments.  For Option Aircraft 
delivering before January, 2002, the Base Airframe Price and the price of 
Special Features will be escalated according to the provisions of Exhibit D 
to the Agreement.

The engine manufacturer's current escalation provisions, shown in Exhibit D 
to the Agreement, were used to calculate the advance payment base prices 
shown herein.  Such engine escalation provisions will be revised if they 
are changed by the engine manufacturer prior to the signing of a definitive 
agreement for the Option Aircraft and the then-current engine escalation 
provisions will be incorporated into such agreement.

		2.2.3	Base Price Adjustments.  The Base Airframe Price and 
the Engine Price of the Option Aircraft will be adjusted to Boeing's and 
the engine manufacturer's then-current prices as of the date of execution 
of the definitive agreement for the Option Aircraft.  

3.	Advance Payment Schedules, Prices and 	Adjustments.

	3.1	Buyer will pay to Boeing advance payments for the Option 
Aircraft pursuant to the following schedule.


	 Amount Due per Option Aircraft
	(Percentage times
Due Date of Payment	Advance Payment Base Price)

Upon signing of the definitive	1% (less the
agreement		Deposit)

24 months prior to the first	4%
day of the scheduled delivery
month of the Option Aircraft/

21 months prior to the first	5%
day of the scheduled delivery
month of the Option Aircraft

18 months prior to the first	5%
day of the scheduled delivery
month of the Option Aircraft

12 months prior to the first	5%
day of the scheduled delivery
month of the Option Aircraft

9 months prior to the first	5%
day of the scheduled delivery
month of the Option Aircraft

6 months prior to the first	5%
day of the scheduled delivery
month of the Option Aircraft	   

	Total		30%

Any advance payments past due as of the date of signing the definitive 
purchase agreement for the Option Aircraft are due and payable on the date 
of such signing.

	3.2	Option Aircraft advance payment base prices will be increased 
or decreased, as appropriate, at the time of signing of the definitive 
purchase agreement for the Option Aircraft, using the then-current 
forecasted airframe and engine escalation factors used by Boeing, to 
determine the amount of the advance payments to be made by Buyer for the 
Option Aircraft.


1954-4


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington 98188



Subject:	Letter Agreement No. 1954-4 to
		Purchase Agreement No. 1954 - 
		Spares Initial Provisioning


This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to  Model 737-400 aircraft (the 
Aircraft).

All terms used herein and in the Purchase Agreement, and not defined 
herein, will have the same meaning as in the Agreement.

1.	Applicability.

	This letter will apply to initial provisioning for the Model 737-400 
Aircraft covered by the Agreement.

2.	Initial Provisioning Meeting.

	Boeing will conduct an initial provisioning meeting (Initial 
Provisioning Meeting) with Buyer to establish mutually agreeable procedures 
to accomplish Buyer's initial provisioning of spare parts for the Aircraft.  
The parties will agree, during the Initial Provisioning Meeting on the 
operational data to be provided by Buyer for Boeing's use in preparing its 
quantity recommendations for initial provisioning of spare parts for the 
Aircraft, exclusive of special tools, ground support equipment, engines and 
engine parts (Provisioning Items).  Such operational data to be provided by 
Buyer will be the data described in Section E of Boeing Manual D6-49090, 
entitled "Initial Provisioning Implementation Manual, Boeing Model 757, 
767, 777, 747-400 and 737-300, -400 and -500" (Boeing Initial Provisioning 
Implementation Manual) which will be furnished to Buyer prior to the 
Initial Provisioning Meeting.  The parties will also agree on the 
provisioning documentation to be provided by Boeing.  Such data will be 
essentially in accordance with the provisions of Chapter 1 of ATA 
International Specification 2000, Revision 1, dated April 20, 1989, as 
described in Boeing Initial Provisioning Implementation Manual D6-49090 
(such data will be hereinafter referred to collectively as the 
"Provisioning Data").  Boeing will provide instruction in the use of the 
initial provisioning documentation.  This instruction will be provided in 
conjunction with the Initial Provisioning Meeting.  In addition, the 
parties will discuss spares ordering procedures and other matters related 
to the provisioning for the Aircraft.  The time and location for such 
Initial Provisioning Meeting will be mutually agreed upon between the 
parties; however, Boeing and Buyer will use their best efforts to convene 
such meeting within 30 days after execution of the Agreement.

3.	Initial Provisioning Documentation.

	3.1	Provisioning Data.  Boeing will furnish Provisioning Data to 
Buyer on or about September 20, 1996.  The Provisioning Data will be as 
complete as possible and will cover Provisioning Items selected by Boeing 
for review by Buyer for initial provisioning for the Aircraft.  The 
Provisioning Data will set forth the prices for Provisioning Items which 
are Boeing Spare Parts and such prices will be firm and remain in effect 
until the date or dates set forth in Paragraph 4.1, Boeing Spare Parts, by 
which orders must be placed with Boeing.  Boeing will, from time to time, 
until a date approximately 90 days following delivery of the last Aircraft 
or until the delivery configuration of each of the Aircraft is reflected in 
the Provisioning Data, whichever is later, furnish to Buyer revisions to 
the Provisioning Data.

	3.2	Provisioning IPC.  Boeing will, on or about September 20, 
1996, furnish to Buyer a Boeing Illustrated Parts Catalog (IPC), 
hereinafter referred to as the "Provisioning IPC."  The Provisioning IPC 
will be as complete as possible and will cover Provisioning Items selected 
by Boeing for review by Buyer for initial provisioning for the Aircraft.  
Boeing will, from time to time, until a date approximately 90 days 
following delivery of the last Aircraft, or until the delivery 
configuration of each of the Aircraft is reflected in the Provisioning IPC, 
whichever is later, furnish to Buyer revisions to the Provisioning IPC.

	3.3	Buyer Furnished Equipment (BFE) Provisioning Data.

		3.3.1	Boeing's Responsibility.  Boeing will include BFE end 
items in the Provisioning Data and Provisioning IPC for BFE installed on 
Buyer's Aircraft provided such equipment has been installed on other 
Aircraft by Boeing and Boeing has data on the BFE.

		3.3.2	Buyer's Responsibility.  Buyer will be responsible for 
ensuring BFE data is provided to Boeing by the BFE supplier in a format 
acceptable to Boeing for BFE not covered by 3.3.1 above.  If the data is 
not provided to Boeing in a timely manner and in a format acceptable to 
Boeing, such BFE equipment will not be included in Boeing's Provisioning 
Data or IPC.

	3.4	Other Data.  Boeing will submit to Buyer listings of Raw 
Materials, Standard Parts and Bulk Materials to be used by Buyer in the 
maintenance and repair of the Aircraft.

4.	Purchase from Boeing of Spare Parts as Initial Provisioning for the 
Aircraft.

	4.1	Boeing Spare Parts.  Buyer will place orders for Provisioning 
Items by October 20, 1996; provided, however, that in those instances where 
Boeing submits any revision to the Provisioning Data, Buyer will place 
orders for Boeing Spare Parts covered by such revision within 60 days 
following the date of such submittal.  At Buyer's request, Boeing will 
process "controlled shipments" by shipping full or partial quantities of an 
order on a schedule specified by Buyer, provided the final shipment is made 
no later than 24 months after receipt of the order.

	4.2	Vendor Provisioning Items.  Buyer may place orders with 
Boeing for Provisioning Items which are manufactured by vendors or to their 
detailed design and are covered by the Provisioning Data as initial 
provisioning for the Aircraft.  The price to Buyer for any such vendor 
Provisioning Item will be [Confidential Treatment Requested]% of the 
vendor's quoted price to Boeing therefor.  If Buyer elects to purchase such 
vendor Provisioning Items from Boeing, Buyer will place its orders therefor 
in accordance with the provisions of Paragraph 4.1, Boeing Spare Parts.

	4.3	Ground Support Equipment and Special Tools.  Buyer may place 
orders with Boeing for ground support equipment (GSE) and special tools 
manufactured by vendors which Buyer determines it will initially require 
for maintenance, overhaul and servicing of the Aircraft and/or engines.  
The price to Buyer for such GSE or special tools will be [Confidential 
Treatment Requested]% of the vendor's quoted price to Boeing therefor.  If 
Buyer elects to purchase such GSE and special tools from Boeing, Buyer will 
place its orders therefor by the date set forth in Paragraph 4.1, Boeing 
Spare Parts or such later date as the parties may mutually agree.

	4.4	Spare Engines and Engine Spare Parts.  Buyer may place orders 
with Boeing for spare engines and/or engine spare parts which Buyer 
determines it will initially require for support of the Aircraft or for 
maintenance and overhaul of the engines.  The price to Buyer for such spare 
engines or such engine spare parts, will be [Confidential Treatment 
Requested]% of the engine manufacturer's quoted price to Boeing for the 
engine, and [Confidential Treatment Requested]% of the engine 
manufacturer's quoted price to Boeing for the engine spare parts.  If Buyer 
elects to purchase such spare engines or engine spare parts through Boeing, 
Buyer will place its orders on a date to be mutually agreed upon during the 
Initial Provisioning Meeting.

	4.5	QEC Kits.  Boeing will, on or about September 20, 1996, 
furnish to Buyer a listing of all components which could be included in the 
Quick Engine Change (QEC) kits which may be purchased by Buyer from Boeing.  
Buyer agrees to review such listing and indicate by marking on one copy of 
such listing those components that Buyer desires included in its QEC kits.  
Buyer will return such marked copy to Boeing within 30 days after Buyer's 
receipt of such listing.  Within 30 days after Boeing's receipt of such 
marked copy, Boeing will republish such listing to reflect only those 
components selected by Buyer and will provide copies of such republished 
listing to Buyer.  Boeing will from time to time furnish revisions to such 
republished listing until a date approximately 90 days after delivery of 
the last QEC kit ordered by Buyer for the Aircraft.  Boeing will furnish to 
Buyer as soon as practicable a statement setting forth a firm price for the 
QEC kit configuration selected by Buyer.  Buyer agrees to place orders with 
Boeing for the QEC kits for the Aircraft by October 20, 1996.

	4.6	Payment for Provisioning Items.  The payment provisions of 
the General Terms Agreement between Boeing and Buyer will be applicable to 
Provisioning Items ordered by Buyer from Boeing for the Aircraft.

5.	Delivery.

	Boeing will, insofar as reasonably possible, deliver to Buyer the 
Spare Parts ordered by Buyer in accordance with the provisions of this 
letter on dates reasonably calculated to conform to Buyer's anticipated 
needs in view of the scheduled deliveries of the Aircraft.  Buyer and 
Boeing will agree upon the date to begin delivery of the Provisioning Spare 
Parts ordered in accordance with this letter.  Where appropriate, Boeing 
will arrange for shipment of such Spare Parts, which are manufactured by 
vendors, directly to Buyer from the applicable vendor's facility.  The 
routing and method of shipment for initial deliveries and all subsequent 
deliveries of such Spare Parts will be as mutually agreed between Boeing 
and Buyer.

6.	Substitution for Obsolete Spare Parts.

	6.1	Obligation to Substitute.  In the event that, prior to 
delivery of the first Aircraft pursuant to the Agreement, any Spare Part 
purchased by Buyer from Boeing in accordance with this letter is rendered 
obsolete or unusable due to the redesign of the Aircraft or of any 
accessory, equipment or part therefor, (other than a redesign at Buyer's 
request), Boeing will deliver to Buyer new and usable Spare Parts in 
substitution for such obsolete or unusable Spare Parts and Buyer will 
return the obsolete or unusable Spare Parts to Boeing.  Boeing will credit 
Buyer's account with Boeing with the price paid by Buyer for any such 
obsolete or unusable Spare Part and will invoice Buyer for the purchase 
price of any such substitute Spare Part delivered to Buyer.

	6.2	Delivery of Obsolete Spare Parts and Substitutes Therefor.  
Obsolete or unusable Spare Parts returned by Buyer pursuant to this 
Item will be delivered to Boeing at its Seattle Distribution Center, or 
such other destination as Boeing may reasonably designate.  Spare Parts 
substituted for such returned

obsolete or unusable Spare Parts will be delivered to Buyer at Boeing's 
Seattle Distribution Center, or such other Boeing shipping point as Boeing 
may reasonably designate.  Boeing will pay the freight charges for the 
shipment from Buyer to Boeing of any such obsolete or unusable Spare Part 
and for the shipment from Boeing to Buyer of any such substitute Spare 
Part.

7.	Repurchase of Provisioning Items.

	7.1	Obligation to Repurchase Peculiar Provisioning Items.  During 
a period commencing 1 year after delivery of the first Aircraft under the 
Agreement, and ending 5 years after such delivery, Boeing will, upon 
receipt of Buyer's written request and subject to the exceptions in 
Paragraph 7.2, Exceptions, repurchase unused and undamaged Provisioning 
Items which were peculiar to the Aircraft as compared to the delivery 
configuration of Model 737-400 Aircraft previously purchased by Buyer from 
Boeing, and (i) were recommended by Boeing in the Provisioning Data as 
initial provisioning for the Aircraft, (ii) were purchased by Buyer from 
Boeing, and (iii) are surplus to Buyer's needs.

	7.2	Exceptions.  Boeing will not be obligated under 
Paragraph 7.1, Obligation to Repurchase, to repurchase any of the 
following:  (i) quantities of Provisioning Items in excess of those 
quantities recommended by Boeing in the Provisioning Data for the Aircraft, 
(ii) QEC Kits, Bulk Material Kits, Raw Material Kits, Service Bulletin 
Kits, Standards Kits and components thereof (except those components listed 
separately in the Provisioning Data), (iii) Provisioning Items for which an 
Order was received by Boeing more than 5 months after delivery of the last 
Aircraft, (iv) Provisioning Items which have become obsolete or have been 
replaced by other Provisioning Items as a result of (a) Buyer's 
modification of the Aircraft or (b) design improvements by Boeing or the 
vendor (other than Provisioning Items which have become obsolete because of 
a defect in design if such defect has not been remedied by an offer by 
Boeing or the vendor to provide no charge retrofit kits or replacement 
parts which correct such defect), and (v) Provisioning Items which become 
excess as a result of a change in Buyer's operating parameters, provided to 
Boeing pursuant to the Initial Provisioning meeting in Paragraph 2, which 
were the basis of Boeing's initial provisioning recommendations for the 
Aircraft.


	7.3	Notification and Format.  Buyer will notify Boeing, in 
writing, when Buyer desires to return Provisioning Items which Buyer's 
review indicates are eligible for repurchase by Boeing under the provisions 
of this Repurchase of Provisioning Items paragraph.  Buyer's notification 
will include a detailed summary, in part number sequence, of the 
Provisioning Items Buyer desires to return.  Such summary will be in the 
form of listings, tapes, diskettes or other media as may be mutually agreed 
between Boeing and Buyer, and will include part number, nomenclature, 
purchase order number, purchase order date and quantity to be returned.  
Within 5 business days after receipt of Buyer's notification, Boeing will 
advise Buyer, in writing, when Boeing's review of such summary will be 
completed.

	7.4	Review and Acceptance by Boeing.  Upon completion of Boeing's 
review of any detailed summary submitted by Buyer pursuant to 
Paragraph 7.3, Boeing will issue to Buyer a Material Return Authorization 
(MRA) for those Provisioning Items Boeing agrees are eligible for 
repurchase in accordance with this Repurchase of Provisioning Items 
paragraph.  Boeing will advise Buyer of the reason that any spare part 
included in Buyer's detailed summary is not eligible for return.  Boeing's 
MRA will state the date by which Provisioning Items listed in the MRA must 
be redelivered to Boeing and Buyer will arrange for shipment of such 
Provisioning Items accordingly.

	7.5	Price and Payment.  The price of each Provisioning Item 
repurchased by Boeing pursuant to this Repurchase of Provisioning Items 
paragraph will be an amount equal to 100% of the original invoice price 
thereof.  In the case of Provisioning Items manufactured by a vendor which 
were purchased pursuant to Paragraph 4, Purchase from Boeing of Spare Parts 
as Initial Provisioning for the Aircraft, hereof the repurchase price will 
not include Boeing's [Confidential Treatment Requested]% handling charge.  
Boeing will pay the repurchase price by issuing a credit memorandum in 
favor of Buyer which may be applied against amounts due Boeing for the 
purchase of aircraft, Spare Parts, services or data.

	7.6	Delivery of Provisioning Items. Provisioning Items 
repurchased by Boeing pursuant to this Repurchase of Provisioning Items 
paragraph will be delivered to Boeing F.O.B. at its Seattle Distribution 
Center, or such other destination as Boeing may reasonably designate.  
Buyer will pay the freight charges for the shipment from Buyer to Boeing of 
any such Provisioning Items.

8.	Obsolete Spare Parts and Surplus Provisioning Items - Title and Risk 
of Loss.

	Title to and risk of loss of any obsolete or unusable Spare Parts 
returned to Boeing pursuant to Paragraph 6, Substitution for Obsolete Spare 
Parts, will pass to Boeing upon delivery thereof to Boeing.  Title to and 
risk of loss of any Spare Part substituted for an obsolete or unusable 
Spare Part pursuant to Paragraph 6, Substitution for Obsolete Spare Parts, 
will pass to Buyer upon delivery thereof to Buyer.  Title to and risk of 
loss of any Provisioning Item repurchased by Boeing pursuant to 
Paragraph 7, Repurchase of Provisioning Items,  will pass to Boeing upon 
delivery thereof to Boeing.  With respect to the obsolete or unusable Spare 
Parts which may be returned to Boeing and the Spare Parts substituted 
therefor, pursuant to Paragraph 6, and the Provisioning Items which may be 
repurchased by Boeing, pursuant to Paragraph 7, the party which has risk of 
loss of any such Spare Part or Provisioning Item will have the 
responsibility of providing any insurance coverage for it desired by such 
party.

9.	Supplier Support.

	Boeing has entered, or anticipates entering, into product support 
agreements with suppliers (Boeing Suppliers) of major system components 
manufactured by such Suppliers to be installed on the Aircraft (Supplier 
Components).  Such product support agreements commit, or are expected to 
commit, the Boeing Suppliers to provide to Boeing's Buyers and/or the 
Buyer's designees support services with respect to the Supplier Components 
which can be reasonably expected to be required during the course of normal 
operation.  This support includes but is not limited to shelf-stock of 
certain spare parts, emergency spare parts, timely delivery of spare parts, 
and technical data related to the Supplier Components.  Copies of such 
product support agreements will be provided to Buyer on or about September 
20, 1996 in Boeing Document D6-56115, Volumes 1 and 2.  In the event Buyer 
has used due diligence in attempting to resolve any difficulty arising in 
normal business transactions between Buyer and a Boeing Supplier with 
respect to product support for a Supplier Component manufactured by such 
Supplier and if such difficulty remains unresolved, Boeing will, if 
requested by Buyer, assist Buyer in resolving such difficulty.  Assistance 
will be provided by the Spares Supplier Support and Data Management 
Organization within the Boeing Buyer Services Division.

10.	Termination of Agreement for Excusable Delay.

	In the event of termination of the Agreement with respect to any 
Aircraft

	(i)	pursuant to Article 6.2 of the Agreement, or

	(ii)	pursuant to Article 6.3 of the Agreement

such termination will, if Buyer so requests by written notice received by 
Boeing within 15 days after such termination, also discharge and terminate 
all obligations and liabilities of the parties as to any Spare Parts which 
Buyer had ordered pursuant to the Provisions of this letter as initial 
provisioning for such Aircraft and which are undelivered on the date Boeing 
receives such written notice.


Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance


1954-5


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington 98188



Subject:	Letter Agreement No. 1954-5 to
		Purchase Agreement No. 1954 - 
		Escalation Sharing


This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to  Model 737-400 aircraft (the 
Aircraft).

All terms used herein and in the Agreement, and not defined herein, will 
have the same meaning as in the Agreement.

1.	Commitment.

	Boeing agrees to share one-half of the escalation up to a maximum of 
3 percent per year in each of the years 1997 and 1998, as more fully 
described in paragraph 2 below, for any of Buyer's aircraft which are 
scheduled to deliver after December 31, 1996 (to include the twelve Firm, 
twelve Option and 24 Conditional Option Aircraft that are the subject of 
the Agreement).  For the purpose of this Letter Agreement such aircraft are 
referred to as "Eligible Aircraft."

All escalation calculations under this Letter Agreement will be made in 
accordance with Exhibit D to the Agreement entitled "Price Adjustment Due 
to Economic Fluctuations - Airframe Price Adjustment" (hereinafter referred 
to as "Exhibit D"), using actual escalation indices published for the 
applicable period.


2.	Escalation Credit Memo.

	2.1	Calculation - Eligible Aircraft Delivering in 1997.

		At the time of delivery of each Eligible Aircraft delivering 
in 1997, Boeing will issue to Buyer a credit memorandum (the 1997 Credit 
Memorandum) which shall be applied to the Purchase Price of such Aircraft.  
The 1997 Credit Memorandum shall be calculated as follows:

One-half of the difference between the airframe and special features 
escalation calculated for a December 1996 aircraft delivery 
position, and the escalation calculated for the month of delivery of 
the 1997 Eligible Aircraft;

provided however,

The maximum amount of the 1997 Credit Memorandum shall not exceed 3 
percent pursuant to the following calculation:

At the time of the delivery of the 1997 Eligible Aircraft, the 
Base Airframe Price and Special Features prices will be 
escalated to a December 1996 delivery month.  The December 1996 
escalated price will be referred to in the following formula as 
the "December 1996 Index Amount".  The 1997 Credit Memorandum 
for the 1997 Eligible Aircraft will not exceed an amount equal 
to:

the December 1996 Index Amount times 0.03

	2.2	Calculation - Eligible Aircraft Delivering in 1998.

		At the time of delivery of each Eligible Aircraft delivering 
in 1998, Boeing will issue to Buyer a credit memorandum (the 1998 Credit 
Memorandum) which shall be applied to the Purchase Price of such Aircraft.  
The 1998 Credit Memorandum shall be calculated as follows:

(i)	One-half of the difference between the  airframe and special 
features escalation calculated for a December 1997 aircraft delivery 
position, and the escalation calculated for the month of delivery of 
the 1998 Eligible Aircraft;

provided however,

The maximum amount of the 1998 Credit Memorandum shall not exceed 3 
percent pursuant to the following calculation:

At the time of the delivery of the 1998 Eligible Aircraft, the 
Base Airframe Price and Special Features prices will be 
escalated to a December 1997 delivery month.  The December 1997 
escalated price will be referred to in the following formula as 
the "December 1997 Index Amount."  The 1998 Credit Memorandum 
for the 1998 Eligible Aircraft will not exceed an amount equal 
to:

the December 1997 Index Amount times 0.03;

and,

(ii)   The amount calculated above in paragraph 2.1 for the 1997 
Credit Memorandum calculated through December, 1997.

	2.3	Eligible Aircraft Delivering after 1998.

		For Eligible Aircraft delivering after the calendar year 
1998, the amount of the Credit Memorandum will be the amount calculated 
pursuant to paragraph 2.2 above through December 1998.  This credit 
memorandum amount will be escalated pursuant to the Airframe Adjustment 
Formula contained in Exhibit D of the Agreement, from December 1998 to the 
month of delivery.

3.	Advance Payment Base Price.

	It is agreed that the Advance Payment Base Prices for the Eligible 
Aircraft set forth in Article 3.4 of the Agreement includes an estimate for 
the escalation sharing Credit Memorandum pursuant to this Letter Agreement.


4.	Escalating Credits (STE).

	It is agreed that the credit memoranda amount specified in Letter 
Agreement No.6-1162-DSF-008 which is expressed [Confidential Treatment 
Requested] will be calculated upon the Aircraft Price at delivery.


Very truly yours,

THE BOEING COMPANY



By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance

1954-6


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington  98188


Subject:	Letter Agreement No. 1954-6
Purchase Agreement No. 1954 -
Waiver of Aircraft Demonstration Flights



This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to Model 737-400 aircraft (the 
Aircraft).

All terms not defined herein have the same meaning as in the Agreement.

1.	Fuel Entitlement at Delivery.

	At the time of delivery of the Aircraft, Boeing will provide to 
Buyer, at no charge, 1000 gallons of jet fuel.

2.	Waiver of Demonstration Flight.

	Notwithstanding the provisions of the Agreement requiring the 
Aircraft to be test flown prior to delivery for the purpose of 
demonstrating to Buyer the functioning of such Aircraft and its equipment, 
upon written notice to Boeing 90 days prior to the scheduled date of the 
Aircraft delivery, or as agreed between the parties in writing, Buyer may 
waive such flight.  With respect to each waived demonstration flight, the 
following provisions will apply:


3.	Additional Fuel.

	Promptly after delivery of the Aircraft, Boeing will load on the 
Aircraft an amount of jet fuel which together with the 1,000 gallons 
provided at delivery, equals a full tank.

4.	Reimbursement for Correction of Flight Discrepancies.

	4.1	Ferry Flight.

		Except for Aircraft to be used promptly after delivery for 
Boeing flight crew training provided to Buyer at or near Seattle, 
Washington, Boeing will reimburse Buyer for Buyer's direct labor costs (as 
defined below) and the cost of any material (Correction Costs) required to 
correct any flight discrepancy detected by Buyer while the Aircraft is 
being ferried from Seattle, Washington, to Buyer's main base, to the extent 
such Correction Costs and labor costs are not covered under a warranty 
provided by Boeing or by any of its suppliers.  Within 90 days after the 
date of such ferry flight Buyer will submit to Boeing's Director, Product 
Assurance Contracts, at Renton, Washington, a written itemized statement 
describing any such flight discrepancy and indicating the Correction Costs 
incurred by Buyer for the correction of such flight discrepancy.

	4.2	Definitions.

		For purposes of reimbursement under this paragraph; (i) 
Buyer's direct labor costs will be determined using the Warranty Labor Rate 
in effect between the parties as of the date such labor is expended, and 
(ii) flight discrepancies mean any failure or malfunction of such Aircraft, 
or the accessories, equipment, systems and parts installed therein which 
results from a defect in such Aircraft, accessories, equipment, systems and 
parts or a nonconformance to the Detail Specification for such Aircraft 
which was present at the time of delivery of the Aircraft to Buyer and 
which, if detected during a Boeing predelivery demonstration flight, would 
have been reported in the pilot's flight discrepancy report and would have 
been corrected by Boeing prior to the delivery of such Aircraft to Buyer.

5.	Return of Aircraft.

	If any flight discrepancy as defined above is detected by Buyer 
during the ferry flight of any Aircraft, which requires the return of such 
Aircraft to Boeing's facilities at Seattle, Washington, for correction by 
Boeing, title to and risk of loss of such Aircraft will at all times remain 
with Buyer and Boeing will have such responsibility for such Aircraft while 
it is on the ground at Boeing's Seattle, Washington, facilities as is 
chargeable by law to a bailee for mutual benefit, but Boeing will not be 
chargeable for loss of use.


Very truly yours,

THE BOEING COMPANY



By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance


1954-7


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington  98188


Subject:	Letter Agreement No. 1954-7
Purchase Agreement No. 1954 -
Additional Purchase Agreement Provisions


Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to Model 737-400 aircraft (the 
Aircraft).

All terms not defined herein have the same meaning as in the Agreement.

1.	Boeing and Buyer agree that the following provisions shall apply in 
lieu of the provisions currently contained in the subject Agreement:

	1.1	Article 2.3 - Notice of Delivery Date, is revised to read: 
"Boeing will give Buyer at least 10 days notice of the delivery date of the 
Aircraft....".

	1.2	Article 2.6 - Bill of Sale, is revised in its entirety to 
read:  "Upon delivery of an Aircraft Boeing will deliver to Buyer a bill of 
sale conveying good title to such Aircraft, free of any and all 
encumbrances, and such other documents of title as Buyer may reasonably 
request."

	1.3	Article 7.1 - Developmental Changes.  The last line of the 
article is revised to read: "If Boeing makes changes pursuant to this 
paragraph, Boeing will promptly notify Buyer of such changes and provide 
documentation of associated detail specification updates."

	1.4	Article 7.2 - Change Orders, is revised to add: "Change 
Orders will include only changes previously accepted by Buyer in writing."
	1.5	Notwithstanding Article 8.1.2, Boeing will provide a 
Certificate of Sanitary Construction at the time of delivery of each 
Aircraft.

	1.6	Article 8.1.3 is revised to read "...If the FAA (or any 
successor U.S. governmental agency) does not issue a superseding 
certificate, Boeing's only....".

	1.7	Article 9.3 - Aircraft Flight.  The paragraph shall be 
revised to add "Boeing will continue its practice of permitting Buyer's 
licensed and qualified pilot observer to participate in flying the Aircraft 
provided that the flights shall always be under the command of Boeing's 
pilot."

	1.8	Exhibit B, Part A, Paragraph 4.2 is revised to add: "Boeing 
may release service bulletins or service letters advising Buyer of the 
availability of certain warranty remedies.  When such advice is provided, 
Buyer will be deemed to have fulfilled the requirements for discovery of 
the defect and submittal of notice in this Exhibit C as of the date 
specified in the service bulletin or service letter."

	1.9	Pursuant to Exhibit B, Part A, Paragraph 6.2.2, for purposes 
of this agreement, "Boeing Recommended Spare Parts List" shall be defined 
as that negotiated spare parts list developed jointly by Buyer and Boeing 
Spares Organization using operating parameters supplies by Buyer.

	1.10	Exhibit B, Part B, Paragraph 5.2 - Direct Materials, is 
revised to read: "...(iii) materials which exceed Boeing's reasonable 
estimate of required materials, and...".

	1.11	Exhibit B, Part B, Paragraph 5.4 - Limitation, is revised to 
read: "The total reimbursement with respect to the direct labor and direct 
materials incorporated in an item, will not exceed...".


	1.12	Exhibit B, Part B, Paragraph 6 - Replaced Parts, is revised 
to read: "...the warranty claim number and, if the part has a then-current 
Boeing spare part selling price of more than $2,000, retained for a period 
of 60 days....".

	1.13	Exhibit B, Part G, Paragraph 3 - Manufacturer Responsibility, 
is revised to add: "Boeing shall also take such actions as are reasonable 
in an effort to obtain a correction of the Interface Problem."

	1.14	Exhibit B, Part H, Paragraph 1 - Duplicate Product Assurance 
Remedies,  is revised to add: "In other words, Buyer may at its option, 
make a claim under the Warranty, if applicable, or the Service Life Policy, 
if applicable, but not both."

	1.15	Exhibit C, Part A, Paragraph 2 - Maintenance Training 
Program, is revised to read: "...If requested by Buyer by December 1, 1996, 
Boeing agrees to provide....".

	1.16	Exhibit C, Part C, Paragraph 2, - Flight Training Program, is 
revised to read: "...If requested by Buyer by December 1, 1996, Boeing 
agrees to provide....".

	1.17	Exhibit C, Part A and Part C, Paragraph 4.3 are revised to 
read: "...materials between Seattle and such alternate training site away 
from Seattle."


	1.18	Exhibit C, Part A and Part C, Paragraph 4.4 are revised to 
read: "...providing the training at such alternate site away from Seattle."

If the foregoing accurately reflects your understanding of the matters 
treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY



By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance


6-1162-DSF-003


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington  98188


Subject:	Letter Agreement No. 6-1162-DSF-003 to
Purchase Agreement No. 1954 -
Model 737-400 Aircraft [Confidential Treatment Requested]


This Letter Agreement amends Purchase Agreement No. 1954 (the Agreement) 
between The Boeing Company (Boeing) and Alaska Airlines, Inc. (Buyer) 
relating to the Model 737-400 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein will 
have the same meaning as in the Agreement.

1.	[Confidential Treatment Requested]


2.	Confidential Treatment.  Buyer understands that certain commercial 
and financial information contained in this Letter Agreement including any 
attachments hereto is considered by Boeing as confidential.  Buyer agrees 
that it will treat this Letter Agreement and the information contained 
herein as confidential and will not, without the prior written consent of 
Boeing, disclose this Letter Agreement or any information contained herein 
to any other person or entity except as provided in Letter Agreement 6-
1162-DSF-005.



Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance



Attachment

Attachment to Letter Agreement No. 6-1162-DSF-003



[Confidential Treatment Requested]



6-1162-DSF-004


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington  98188



Subject:	Letter Agreement No. 6-1162-DSF-004 to
Purchase Agreement No. 1954 -
Model 737-800 [Confidential Treatment Requested]


This Letter Agreement amends Purchase Agreement No. 1954 (the Agreement) 
between The Boeing Company (Boeing) and Alaska Airlines, Inc. (Buyer) 
relating to the Model 737-800 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined herein will 
have the same meaning as in the Agreement.

1.	[Confidential Treatment Requested]

2.	Confidential Treatment.  Buyer understands that certain commercial 
and financial information contained in this Letter Agreement including the 
attachment hereto is considered by Boeing as confidential.  Buyer agrees 
that it will treat this Letter Agreement and the information contained 
herein as confidential and will not, without the prior written consent of 
Boeing, disclose this Letter Agreement or any information contained herein 
to any other person or entity except as provided in Letter Agreement 6-
1162-DSF-005.



Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance


Attachment



Attachment to Letter Agreement No. 6-1162-DSF-004



[Confidential Treatment Requested]


6-1162-DSF-005


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington 98188



Subject:	Letter Agreement No. 6-1162-DSF-005 to
		Purchase Agreement No. 1954 - 
		Disclosure of Confidential Information


This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to Model 737-400 aircraft (the 
Aircraft).

All terms used herein and in the Agreement, and not defined herein, will 
have the same meaning as in the Agreement.

1.	Buyer understands that certain commercial and financial information 
contained in the documents listed below (Confidential Documents) is 
considered by Boeing as confidential.

2.	Buyer agrees that it will treat the Confidential Documents and the 
information contained therein as confidential and will not, without the 
prior written consent of Boeing, disclose such Confidential Documents or 
any information contained therein to any other person or entity except as 
may be required by (i) applicable law or governmental regulations, or (ii) 
for financing the Aircraft in accordance with the provisions of Article 10 
of the Agreement.

3.	In connection with any such disclosure or filing of the Confidential 
Documents, or the information contained therein pursuant to any such 
applicable law or governmental regulation, Buyer will request and use its 
best reasonable efforts to obtain confidential treatment of such 
Confidential Documents and the information contained therein.  Boeing 
agrees to cooperate with Buyer in making and supporting its request for 
confidential treatment.


Schedule of Confidential Documents


[Confidential Treatment Requested]


Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance


6-1162-DSF-006


Alaska Airlines, Inc.
19300 Pacific Highway South
Seattle, Washington  98188

Subject:		Letter Agreement No. 6-1162-DSF-006  
			Purchase Agreement No. 2954
			[Confidential Treatment Requested]
			Objective for Model 737-800 Aircraft

Reference is made to Purchase Agreement No. 1954 dated as of even date 
herewith (the Agreement) between The Boeing Company (Boeing) and Alaska 
Airlines, Inc. (Buyer) relating to the sale by Boeing and the purchase by 
Buyer of up to twelve (12) Model 737-400 Option Aircraft [Confidential 
Treatment Requested].  Such Option Aircraft and [Confidential Treatment 
Requested] may be substituted to Model 737-800 Aircraft, pursuant to the 
conditions in Letter Agreement No. 6-1162-DSF-008.

This letter, when accepted by Buyer contemporaneously with the execution 
of the Agreement, will become part of the Agreement and will evidence our 
further agreement with respect to the matters set forth below.

All terms used herein and in the Agreement, and not defined herein, shall 
have the same meaning as the Agreement.

[Confidential Treatment Requested]

[Confidential Treatment Requested]

[Confidential Treatment Requested]

1.	[Confidential Treatment Requested]

2.	[Confidential Treatment Requested]

3.	[Confidential Treatment Requested]

4.	Confidential Treatment.

	Buyer understands that certain commercial and financial information 
contained in this Letter Agreement, and any attachments hereto, is 
considered by Boeing as confidential.  Buyer agrees that it will treat 
this Letter Agreement and the information contained herein as confidential 
and will not, without the prior written consent of Boeing, disclose this 
Letter Agreement or any information contained herein to any other person 
or entity except as provided in Letter Agreement No. 6-1162-DSF-005.


If the foregoing correctly sets forth your understanding of our agreement 
with respect to the matters treated above, please indicate your acceptance 
and approval below.

Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance



[Confidential Treatment Requested]


6-1162-DSF-008


Alaska Airlines
19300 Pacific Highway South
Seattle, Washington 98188


Subject:	Letter Agreement No. 6-1162-DSF-008 to
		Purchase Agreement No. 1954 -
		Special Matters


Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to Model 737-400 aircraft (the 
Aircraft).

All terms used herein and in the Agreement, and not defined herein, will 
have the same meaning as in the Agreement.

1.	Basic Credit Memorandum.

	In consideration of Buyer's purchase of twelve (12) firm Model 737-
400 aircraft (Firm Aircraft) and twelve (12) option Model 737-400 aircraft 
(Option Aircraft), Boeing shall issue a credit memorandum at time of 
delivery of each Firm and Option Aircraft to Buyer in an amount equal to 
[Confidential Treatment Requested] of Base Airframe plus Engine Price for 
Model 737-400/500/300 aircraft (Current Generation Aircraft) or Base 
Aircraft price for Model 737-800/700/600 aircraft (New Generation 
Aircraft), [Confidential Treatment Requested].  


		BASIC CREDIT MEMORANDA [Confidential Treatment Requested]

		MODEL		FIRM AND OPTION
		TYPE		AIRCRAFT 

		737-400	[Confidential Treatment Requested]
		737-800	[Confidential Treatment Requested]
		737-700	[Confidential Treatment Requested]
		737-300	[Confidential Treatment Requested]
		737-600	[Confidential Treatment Requested]
		737-500	[Confidential Treatment Requested]

	1.1	Model Substitution.   Should Buyer elect to change an option 
Aircraft model type pursuant to paragraph 4 herein and substitute from a 
Model 737-400 to a Current Generation or New Generation Aircraft, the 
applicable basic credit memorandum and amount as designated above would 
apply against [Confidential Treatment Requested].

	1.2	[Confidential Treatment Requested]

	1.3	Application Of Credit Memoranda.
	All Credit Memoranda will be issued to Buyer at time of the delivery 
of each Aircraft to which they relate unless otherwise stated herein.  Once 
issued, the Basic Credit Memoranda may be used by Buyer for the purchase 
from Boeing of Boeing goods and services, or may be used (in whole or in 
part) by Buyer for the payment of the balance of the Aircraft Price due at 
the time of delivery of the related Aircraft.  The Basic Credit Memoranda 
may not, however, be used for the payment of Advance Payments.

2.	[Confidential Treatment Requested]

3.	[Confidential Treatment Requested]

4.	Option Aircraft.   

	4.1	Model Substitution.   [Confidential Treatment Requested].

	4.2	Performance Matters.  [Confidential Treatment Requested].

5.	[Confidential Treatment Requested]

6.	[Confidential Treatment Requested]

7.	[Confidential Treatment Requested]

8.	737-800 Introductory Support Credit Memoranda.   

	In consideration of Buyer's requirements for spares and training 
support for New Generation Model 737 Aircraft should Buyer elect to take 
delivery of a New Generation Model 737 aircraft, Boeing agrees to provide a 
credit memorandum in the amount of [Confidential Treatment Requested] per 
New Generation Model 737 Aircraft.  Such credit memorandum will be made 
available to Buyer six (6) months prior to delivery of each New Generation 
Model 737 Aircraft and may be used for Boeing spares and /or training 
support (in excess of training entitlements for Model 737-400 operators 
introducing Model 737-600/-700/-800 Aircraft similar to the entitlement 
described in Attachment B. to which Buyer will be entitled upon exercise of 
a firm Model 737-600/-700/-800 Option Aircraft) as required by Buyer for 
introduction of the Model 737-600/-700 or -800 aircraft into Buyer's fleet.

9.	Assignment of Credits.

	[Confidential Treatment Requested].

10.	Confidential Treatment.  Buyer understands that certain commercial 
and financial information contained in this Letter Agreement including any 
attachments hereto is considered by Boeing as confidential.  Buyer agrees 
that it will treat this Letter Agreement and the information contained 
herein as confidential and will not, without the prior written consent of 
Boeing, disclose this Letter Agreement or any information contained herein 
to any other person or entity except as provided in Letter Agreement 6-
1162-DSF-005.

If the foregoing accurately reflects your understanding of the matters 
treated herein, please so indicate by signature below.


Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance





Attachment A [Confidential Treatment Requested]

				Attachment B to 6-1162-DSF-008
				(8 pages)


PART A

BOEING MAINTENANCE TRAINING PROGRAM


1.	General.

	This Part describes the maintenance training to be provided by 
Boeing (Maintenance Training) at Boeing's training facility at or near 
Seattle.  The Maintenance Training will be provided at no additional charge 
to Buyer, except as otherwise provided herein.  If any part of the 
Maintenance Training is not used by Buyer prior to delivery of the first 
Aircraft, Boeing will not be obligated to provide such Maintenance Training 
at a later date, unless the parties have otherwise agreed in writing.

All instruction, examinations and materials shall be prepared and presented 
in the English language and in the units of measure used by Boeing.  




Buyer will be responsible for the living expenses of Buyer's personnel 
during Maintenance Training.  For Maintenance Training provided at or near 
Seattle, Boeing will transport Buyer's personnel between their local 
lodging and the training facility.

2.	Maintenance Training Planning Conference.

	No later than 12 months prior to delivery of Buyer's first Aircraft, 
Boeing and Buyer will conduct a planning conference in order to schedule 
and discuss the Maintenance Training.

3.	Maintenance Training Program.

	The Maintenance Training Program will (i) consist of classroom 
presentations supported by training materials and aids and (ii) if 
practicable, include an escorted tour of aircraft production areas and/or 
flight lines.  The Maintenance Training will include the following courses:


	3.1	Mechanical/Power Plant Systems Course.

		This course provides mechanical instruction on the 
maintenance of the Aircraft and its systems, including engine systems.  
Electrical instruction, where necessary, will be provided in order to 
clarify mechanical system operation.

One class; up to 15 students.

	3.2	Electrical Systems Course.

		This course provides electrical instruction on the 
maintenance of the Aircraft and its systems, including engine systems.  
Mechanical instruction, where necessary, will be provided in order to 
clarify electrical system operation.

One class; up to 15 students.

	3.3	Avionics Systems Course.

		This course provides instruction on the maintenance of the 
Aircraft automatic flight control systems, communications and navigation 
systems.  It is oriented to those personnel who specialize in trouble 
analysis and line maintenance on avionics systems.

One class; up to 15 students.

	3.4	Aircraft Rigging Course.

		This course provides instruction on aircraft rigging so as to 
provide Buyer's specialist personnel with the necessary information to rig 
all flight control surfaces, landing gear components, aircraft doors and 
engines.  The conditions set forth in paragraph 4 below will be applicable 
with respect to Boeing's providing such course.

One class; up to 6 students at a mutually acceptable alternate facility.


	3.5	Advanced Composite Repair Course.

		This course provides instruction for Buyer's structural 
repair personnel and promotes understanding of the design philosophy, 
inspection and repair of advanced composite components.

One class; up to 8 students.

4.	Training at a Facility Other Than Boeing's.

	If requested prior to the conclusion of the Maintenance Training 
Planning Conference, Boeing will conduct the classroom training described 
above (except for the Advanced Composite Repair Course) at a mutually 
acceptable alternate training site, subject to the following conditions:

	4.1	Buyer will be responsible for providing acceptable classroom 
space and training equipment required to present the Boeing courseware.

	4.2	Buyer will pay Boeing's then-current per diem charge for each 
Boeing instructor for each day, or fraction thereof, such instructor is 
away from Seattle, including travel time.

	4.3	Buyer will reimburse Boeing for round-trip transportation for 
Boeing's instructors and training materials between Seattle and such 
alternate training site.

	4.4	Buyer will pay, or reimburse Boeing for, all taxes, fees, 
duties, licenses, permits and similar expenses incurred by Boeing and its 
employees as a result of Boeing's providing the training at such alternate 
site.

	4.5	Those portions of training that require the use of Boeing's 
training devices shall be conducted at Boeing-designated facilities.

5.	Supplier Training.

	The Maintenance Training includes sufficient information on the 
location, operation and servicing of Aircraft equipment, accessories and 
parts provided by suppliers to support line maintenance functions.


If Buyer requires additional maintenance training with respect to any 
supplier-provided equipment, accessories or parts, Buyer will schedule such 
training directly with the supplier.  If Buyer experiences difficulty in 
scheduling such training, Boeing will, if requested, assist Buyer in 
coordinating and scheduling such training.

6.	Student Training Material.

	No revision service will be provided for the material provided 
hereunder.

	6.1	Manuals.

		Boeing will provide at the beginning of each Maintenance 
Training course 1 copy of a training manual or equivalent for each student 
attending such course.

	6.2	Panel Description/Component Locator Guide/
Field Trip Checklist Manual.

		Boeing will provide 1 copy of a Panel Description/Component 
Locator Guide/Field Trip Checklist Manual for each student in each 
applicable Maintenance Training course.

7.	Other Training Material.

	At the conclusion of the Maintenance Training Program, Boeing will 
provide to Buyer 1 set of the following training materials, as used in the 
full Aircraft systems courses.  Revision service will not be provided for 
these materials.

	7.1	Visual Aids.

		7.1.1	Blackline 8-1/2 x 11-inch projection transparencies.

		7.1.2	Full-scale instrument panel wall charts in the form of 
black and white copies and mylar reproducible copies.

		7.1.3	Training slides.

	7.2	Reproducible Masters.

		8-1/2 x 11-inch prints suitable for black and white 
reproduction of all graphics and applicable text.

	7.3	Video Programs.

		Video programs on 3/4-inch U-matic or 1/2-inch VHS cassette 
formats in NTSC, PAL or SECAM standards, as selected by Buyer.

	7.4	Computer-Based Training (CBT) Courseware.

		CBT courseware, and instructions for courseware installation 
and operation.

	7.5	Shipment of Materials.

		The training materials described above will be shipped to 
Buyer 30 days after completion of the first class of each applicable 
Maintenance Training course.

	7.6	Training Material - Aircraft Configuration.

		The visual aids and reproducible masters (except training 
slides and CBT) described above will, at the conclusion of the shipments 
thereof, reflect the configuration of the first Aircraft as delivered to 
Buyer.  CBT Courseware will reflect the major configuration of the first 
Aircraft delivered to Buyer.

8.	Course Completion Records.

	At the completion of the Maintenance Training, Boeing will provide 
Buyer with course completion records consisting of the following:

	8.1	Master copies of all examinations given.

	8.2	Attendance and examination records for each student.

	8.3	Certificate of completion for each course each student 
successfully completes.



PART C

BOEING FLIGHT TRAINING PROGRAM


1.	General.

	This Part describes the flight training to be provided by Boeing 
(Flight Training) at or near Seattle, or at some other location to be 
determined pursuant to this Part.  The Flight Training will be provided at 
no additional charge to Buyer, except as otherwise provided herein.

All instruction, examinations and materials will be prepared and presented 
in the English language and in the units of measure used by Boeing. 




Buyer will be responsible for the living expenses of Buyer's personnel 
during the Flight Training Program.  For Flight Training provided at or 
near Seattle, Boeing will transport Buyer's personnel between their local 
lodging and the training facility.

2.	Flight Training Differences Program.

	In conjunction with earlier sales to Buyer of aircraft of the same 
model type as the Aircraft, Boeing has provided to Buyer comprehensive 
flight training for such aircraft.  If requested by Buyer at least 12 
months prior to delivery of the first Aircraft, Boeing agrees to provide, 
if required, 1 classroom training class to acquaint up to 4 cockpit crews 
of Buyer's personnel with any operational, systems and performance 
differences significant to the operation of the Aircraft, between the first 
Aircraft scheduled for delivery pursuant to this Agreement and the last 
aircraft of the same model type as the aircraft previously delivered by 
Boeing to Buyer.  Such course will be scheduled by mutual agreement of 
Boeing's and Buyer's flight training organizations.


3.	Student Training Material.

	Student training material, in Boeing's then-standard format, will be 
provided to Buyer's personnel (1 set per student) as listed below.  No 
revision service will be provided for the material provided hereunder.

		Operations Manual
		Quick Reference Handbook

4.	Other Training Material.

	At the conclusion of the Differences Flight Training, Boeing will 
provide 1 set of the following materials, as used in the Flight Training 
Program.  Revision service will not be provided for these materials.

	4.1	Computer Based Training (CBT).

		Boeing will provide a copy of Boeing developed CBT materials 
used in the Flight Training Program.  The CBT Courseware will reflect the 
major configuration of Buyer's first Aircraft.  Buyer will require certain 
equipment and materials in order to use the CBT Program.  Equipment and 
materials required to run the CBT Program will be procured by Buyer at 
Buyer's expense.  The CBT materials provided include the following:

		4.1.1	1 copy of lesson files supplied on CD-ROM disc.

		4.1.2	1 paper copy of loading and operation instructions for 
installing the lessons on an MS-DOS compatible Personal Computer or File 
Server.

		4.1.3	1 copy of the runtime software required to run the CBT 
lessons.

	4.2	Full-Scale Color Instrument Panel Wall Charts.

5.	Training at a Facility Other Than Boeing's.

	If seasonably requested, Boeing will conduct the Flight Training at 
a mutually acceptable alternate training site, subject to the following 
conditions:

	5.1	Buyer will be responsible for providing classroom space 
acceptable to Boeing, a flight simulator and training equipment required to 
present the Boeing courseware.

	5.2	Buyer will pay Boeing's then-current per diem charge for each 
Boeing instructor for each day, or fraction thereof, such instructor is 
away from Seattle, including travel time.

	5.3	Buyer will reimburse Boeing for round-trip transportation for 
Boeing's flight training instructors and materials between Seattle and such 
alternate site.

	5.4	Buyer will pay, or reimburse Boeing for, all taxes, fees, 
duties, licenses, permits and similar expenses incurred by Boeing and its 
employees as a result of Boeing's providing the training at such alternate 
site.

	5.5	Those portions of the training that require the use of 
Boeing's training devices, if any, will be conducted at Boeing-designated 
facilities.



Buyer has rights of substitution for the Option [Confidential Treatment 
Requested] from Model 737-400 to Model 737-600/-700/-800 Aircraft, 
described as follows:

Model 737-600/-700/-800

1.	Description and Changes.

	1.1	Aircraft Description.

		1.1.1  The Model 737-600 is described by Configuration 
Specification D6-38808-E dated September 15, 1995, as revised to include:

		    (1) CFM56-7B18 Engine Installation.
		    (2) Increase MTOW to 129,500 Pounds.

		1.1.2   The Model 737-700 is described by Configuration 
Specification D6-38808-E dated September 15, 1995 as revised to include:

		     (1) CFM56-7B20 Engine Installation.
		     (2) Increase MTOW to 138,000 Pounds.

		1.1.3   The Model 737-800 is described by Configuration 
Specification D6-38808-E dated September 15 1995 as revised to include:

		     (1) CFM56-7B24 Engine Installation.
		     (2) Increase MTOW to 160,000 Pounds.

	1.2	Changes.  The Configuration Specification will be revised to 
include:

		     (1) Changes applicable to the basic Model 737-600/-700/-800 
aircraft which are developed by Boeing between the date of the 
Configuration Specification and the signing of a definitive agreement to 
purchase the Option Aircraft.

		     (2) Changes mutually agreed upon.

		     (3) Changes required to obtain a Standard Certificate of 
Airworthiness.


2.	Price Description.

		      Aircraft 	    Special
		      Price	    Features
		      (95$)	    Price (95$)

Model 737-600     [Confidential Treatment Requested]

Model 737-700     [Confidential Treatment Requested]

Model 737-800     [Confidential Treatment Requested]



6-1162-DSF-009


Alaska Airlines
19300 Pacific Highway South
Seattle, Washington 98188


Subject:	Letter Agreement No. 6-1162-DSF-009 to
		Purchase Agreement No. 1954 -
		Special Purchase Agreement Provisions


This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to Model 737-400 aircraft (the 
Aircraft).

All terms used herein and in the Agreement, and not defined herein, will 
have the same meaning as in the Agreement.


1.	Boeing and Buyer agree that the following provisions shall apply in 
lieu of the provisions currently contained in the subject Agreement:

	1.1  Article 4.1 Taxes, [Confidential Treatment Requested].

	1.2  Article 5.3 - Form of Payments.  [Confidential Treatment 
Requested].

	1.3  Article 6 - Excusable Delay.  [Confidential Treatment 
Requested].

	1.4  Article 6.5.2, [Confidential Treatment Requested].

	1.5  Pursuant to Article 8.2.2 and Article 8.3.2, [Confidential 
Treatment Requested].

	1.6  Article 9.5.2 [Confidential Treatment Requested].

	1.7.  Article 10.6 - Exculpatory or Indemnity Clause in 
Post-delivery Sale or Lease, [Confidential Treatment Requested].

	1.8 	Exhibit B, Part A, Paragraph 2 - Exceptions.  [Confidential 
Treatment Requested].

	1.9	Exhibit B, Part A, Paragraph 5.1 and Paragraph 5.2, 
[Confidential Treatment Requested].

	1.10	Exhibit B, Part A, Paragraph 11 - Buyers' Indemnification of 
Boeing, [Confidential Treatment Requested].

	1.11	Exhibit B, Part B, Paragraph 4 - Joint Responsibility, 
[Confidential Treatment Requested].

	1.12	Exhibit C, Part D, Paragraphs 2.3 [Confidential Treatment 
Requested].

	1.13	Exhibit C, Part D, Technical Data and Documents [Confidential 
Treatment Requested].

	1.14	Exhibit C, Part E, Paragraph 1.1 [Confidential Treatment 
Requested].

	1.15	Exhibit C, Part E, Paragraph 1.2 [Confidential Treatment 
Requested].

	1.16	Exhibit C, Part E, Paragraph 2.2 (a) [Confidential Treatment 
Requested].

	1.17	Exhibit C, Part E, Paragraph 2.3 (a) [Confidential Treatment 
Requested].

	1.18	Exhibit C, Part E, Paragraph 2.3 (b) [Confidential Treatment 
Requested].

	1.19  Exhibit E, Paragraph 5.1 - [Confidential Treatment Requested].


	1.20	Paragraph 8 of Exhibit E - Buyer Furnished Equipment 
Provisions Document of the Agreement, and Paragraph 7 of Letter Agreement 
1954-2 - Seller Purchased Equipment [Confidential Treatment Requested].

	1.21	Attachment A to Letter Agreement 1954-3, Paragraph 2.2.1 - 
Special Features [Confidential Treatment Requested].

	1.22	Attachment A to Letter Agreement 1954-3, Paragraph 2.2.3 - 
Base Price Adjustments [Confidential Treatment Requested].

	1.23	Attachment A to Letter Agreement 1954-3, Paragraph 2.2.2 - 
Escalation Adjustments [Confidential Treatment Requested].

2.	Confidential Treatment.  Buyer understands that certain commercial 
and financial information contained in this Letter Agreement including any 
attachments hereto is considered by Boeing as confidential.  Buyer agrees 
that it will treat this Letter Agreement and the information contained 
herein as confidential and will not, without the prior written consent of 
Boeing, disclose this Letter Agreement or any information contained herein 
to any other person or entity except as provided in Letter Agreement 6-
1162-DSF-005.


If the foregoing accurately reflects your understanding of the matters 
treated herein, please so indicate by signature below.


Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance


6-1162-DSF-012


Alaska Airlines
19300 Pacific Highway South
Seattle, Washington 98188


Subject:	Letter Agreement No. 6-1162-DSF-012 to
		Purchase Agreement No. 1954 -
		[Confidential Treatment Requested]- 		
	Letter of Intent


This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc. (Buyer) relating to Model 737-400 aircraft (the 
Aircraft).

All terms used herein and in the Agreement, and not defined herein, will 
have the same meaning as in the Agreement.

Boeing and Buyer do hereby agree to enter into negotiation to come to 
agreement on [Confidential Treatment Requested] at such time that Buyer 
firms up a Model 737-800 Option Aircraft subject to the following terms:

	1) Intent - [Confidential Treatment Requested].  

	2) Program Term - The length of the Program [Confidential Treatment 
Requested].

	3) Methodology - [Confidential Treatment Requested].

	4. Remedy - [Confidential Treatment Requested].  

	5. [Confidential Treatment Requested]. 

	6. Conditions and Limitations - [Confidential Treatment Requested]. 

Attached to this Letter of Intent is a draft Program which will form the 
basis of the agreement to be entered into after Buyer firms up delivery of 
a Model 737-800 Option Aircraft.

If the foregoing accurately reflects your understanding of the matters 
treated herein, please so indicate by signature below.


Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance

Attachment A [Confidential Treatment Requested]

Attachment B [Confidential Treatment Requested]


6-1162-DSF-016


Alaska Airlines
19300 Pacific Highway South
Seattle, Washington 98188


Subject:	Letter Agreement No. 6-1162-DSF-016 to
		Purchase Agreement No. 1954 -
		Special Purchase Agreement Provisions 		
	Related [Confidential Treatment 			Requested]


This Letter Agreement amends Purchase Agreement No. 1954 dated as of even 
date herewith (the Agreement) between The Boeing Company (Boeing) and 
Alaska Airlines, Inc.

All terms used herein and in the Agreement, and not defined herein, will 
have the same meaning as in the Agreement.

In consideration for Buyer's participation and cooperation in development 
and certification of [Confidential Treatment Requested] to the Model 737-
400 Aircraft, Boeing and Buyer agree to the following:

1.	[Confidential Treatment Requested]

2.	Boeing agrees to make best reasonable effort to ensure production 
incorporation on Buyer's Aircraft assuming a decision to offer such feature 
is made by Boeing.  [Confidential Treatment Requested].

3.	Buyer agrees to pay [Confidential Treatment Requested].

2.	Confidential Treatment.  Buyer understands that certain commercial 
and financial information contained in this Letter Agreement including any 
attachments hereto is considered by Boeing as confidential.  Buyer agrees 
that it will treat this Letter Agreement and the information contained 
herein as confidential and will not, without the prior written consent of 
Boeing, disclose this Letter Agreement or any information contained herein 
to any other person or entity except as provided in Letter Agreement 6-
1162-DSF-005.

If the foregoing accurately reflects your understanding of the matters 
treated herein, please so indicate by signature below.


Very truly yours,

THE BOEING COMPANY


By  /s/ Dawn S. Foster 

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: September 18, 1996

ALASKA AIRLINES


By  /s/ Harry G. Lehr 

Its  Senior Vice President Finance

Attachment to 
6-1162-DSF-016
Page 1

[Confidential Treatment Requested]