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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q/A



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2007.

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to ________

Commission file
number 0-19978



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ALASKA AIRLINES, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Alaska                                                         |  | 91-0009235                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

19300 International Boulevard, Seattle, Washington 98188

(Address of principal executive offices)

Registrants telephone number, including area code: (206) 392-5040



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yesx    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated
filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.):    Yes ̈Nox

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

The registrant
has 500 common shares, par value $1.00, outstanding at March 31, 2007.



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ALASKA AIRLINES, INC.

Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2007

EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-Q (the Form10-Q/A) is an exhibit
only filing and amends our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007, originally filed on May 14, 2007.

We are amending our previously filed Exhibit Index to conform the incorporation by reference of Exhibit 10.1, Second Amendment to Credit Agreement, dated April 25, 2007, from the Quarterly Report on Form 10-Q for the period ended
March 31, 2007 of Alaska Air Group, Inc., our sole stockholder, to the requirements of Item 601 of Regulation S-K.

Pursuant to
Rule 12b-15 under the Securities Exchange Act of 1934 (the Exchange Act), this Form 10-Q/A omits items of the original Form 10-Q filed on May 14, 2007 that have not been amended and includes as Exhibits 31.3 and 31.4 new
certifications by the Chief Executive Officer and Chief Financial Officer.

In order to preserve the nature and character of the
disclosures set forth in such items as originally filed, this Form 10-Q/A does not reflect events occurring after the filing of the original Quarterly Report on Form 10-Q on May 14, 2007, or modify or update the disclosures presented in the
original Quarterly Report on Form 10-Q, except to reflect the revisions as described above. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made subsequent to the filing of the original Form 10-Q, including any
amendments to those filings.



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EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

The following exhibits are numbered in
accordance with Item 601 of Regulation S-K.



|             |  |             |  |                                                                                        
|------------ |  | ----------- |  | ---------------------------------------------------------------------------------------
|Footnote No. |  | Exhibit No. |  | Description                                                                            
|(1)          |  | 10.1 *      |  | Second Amendment to Credit Agreement, dated April 25, 2007                             
|             |  |            
|(2)          |  | 31.3        |  | Section 302 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
|             |  |            
|(2)          |  | 31.4        |  | Section 302 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350



|(1) | Filed as an exhibit to the Alaska Air Group , Inc. (File No. 1-8957) Quarterly Report on Form 10-Q for the period ended March 31, 2007 filed on May 8, 2007 and
incorporated herein by reference.
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|(2) | Filed herewith. [Our chief executive officer and chief financial officer also filed certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits 31.1
and 31.2 to our Quarterly Report on Form 10-Q for the period ended March 31, 2007, originally filed on May 14, 2007.]
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[Our chief executive officer and chief financial officer also filed certifications required by Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as exhibits 32.1 and 32.2 to our Quarterly Report on
Form 10-Q for the period ended March 31, 2007, originally filed on May 14, 2007.]



|* | Confidential treatment as to certain portions has been requested pursuant to Rule 24b-2 under the Exchange Act.
|- | ---------------------------------------------------------------------------------------------------------------



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Signatures

Pursuant
to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |                                                                                            
|----------------------- |  | -------------------------------------------------------------------------------------------
|ALASKA AIRLINES, INC.  
|Registrant             
|                       
|Date: December 10, 2007
|                        | 
|By:                     |  | /s/ Brandon S. Pedersen                                                                    
|                        |  | Brandon S. Pedersen Vice President/Finance and
Controller                                  
|                        | 
|By:                     |  | /s/ Bradley D. Tilden                                                                      
|                        |  | Bradley D. Tilden Executive Vice President/Finance
and Planning and Chief Financial Officer