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                                                                     Exhibit 3.2

                                     BYLAWS
                                       OF
                              ALASKA AIRLINES, INC.

                    As Amended and in Effect November 4, 1997
                 (Date of Previous Amendment: February 26, 1991)

                                    ARTICLE I

                                  Capital Stock

            Sec. 1. The amount of the capital stock of this Corporation shall be
as set forth in the Articles of Incorporation.

            Sec. 2. All certificates of stock of this Corporation shall be
signed by either the Chairman of the Board, the President or a Vice President,
and the Secretary or an Assistant Secretary, and shall be sealed with the
corporate seal or shall have imprinted thereon a facsimile of such corporate
seal.

                                   ARTICLE II

                              Shareholders Meetings

            Sec. 1. The Annual Meeting of Shareholders for the purpose of
electing Directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on the third Tuesday of
May, or at such other date and time as shall be fixed by resolution of the Board
of Directors. This meeting may be held at any place as the Board of Directors
may designate.

            Sec. 2. The Board of Directors may fix a date not more than sixty
(60) nor less than twenty (20) days prior to the day of holding the meeting of
shareholders as the time as of which shareholders entitled to notice of and to
vote at such meeting shall be determined, and all persons who are holders of
record of voting stock at such time and not others shall be entitled to notice
of and to vote at such meeting. If no record date is fixed for the determination
of shareholders entitled to notice of or to vote at the meeting of shareholders,
the date on which notice of the meeting is mailed is the record date for the
determination of shareholders entitled to vote at the meeting.

            Sec. 3. A special meeting of the shareholders may be called at any
time by the Chairman of the Board, the President, by a majority of the
Directors, or by shareholders
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                                                 Bylaws of Alaska Airlines, Inc.
                                       As Amended and in Effect November 4, 1997
                                                                          Page 2


holding ten percent (10%) or more of the shares of stock entitled to vote. Such
special meeting, or meetings, shall be held at any place designated by the
Chairman.

            Sec. 4. Written or printed notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose for which the
meeting is called, shall be delivered not less than twenty (20) nor more than
sixty (60) days before the date of the meeting, either personally or by mail, to
each shareholder of record entitled to vote at the meeting. If mailed, the
notice is considered delivered when deposited with postage prepaid in the United
States mail addressed to the shareholder at the shareholder's address as it
appears on the stock transfer books of the Corporation.

            Sec. 5. The Chairman of the Board, or in his absence the President,
shall preside at all meetings of the shareholders.

            The Secretary of the Corporation shall act as Secretary of all such
meetings but in the absence of the Secretary at any meeting, the Assistant
Secretary, or such other person as the Chairman may appoint, shall act as
Secretary thereof, and shall perform the duties of that office at said meeting
and incidental thereto.

            Sec. 6. Each shareholder shall be entitled to one vote for each
share of stock in his name, which vote may be cast either in person or by proxy.
All proxies shall be in writing and shall be filed with the Secretary prior to
the meeting being called to order and shall be entered of record by the
Secretary in the minutes of the meeting. Each item of business except
adjournment, including the election of Directors, shall require the affirmative
vote of a majority of the shares present at the meeting to be the act of the
shareholders.

            Sec. 7. A quorum for the transaction of business at any such meeting
shall consist of a majority of the shares entitled to vote. Shareholders present
at a meeting, at which a quorum is present, may continue to transact business
until adjournment even though enough shareholders withdraw to leave less than a
quorum, so long as any action taken other than adjournment is approved by at
least a majority of shares required to constitute a quorum.

            Sec. 8. Any action of the shareholders may be taken without a
meeting by written consent, setting out the action taken and signed by the
holders of all outstanding shares entitled to vote on the action.
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                                                 Bylaws of Alaska Airlines, Inc.
                                       As Amended and in Effect November 4, 1997
                                                                          Page 3

                                   ARTICLE III

                                    Directors

            Sec. 1. The business and affairs of the Corporation shall be managed
by a Board of Directors who shall be elected by the shareholders except as
provided in Section 6 of this Article III of these Bylaws. Said Board shall
consist of one or more Directors, with the exact number to be fixed from time to
time by the shareholders by a majority of the outstanding shares or by
resolution of the Board of Directors so long as the majority of the Board of
Directors approves.

            Each Director who is not an employee shall receive for his services
when serving in his capacity as Director such compensation as may be determined
by the Board of Directors.

            Sec. 2. The Directors shall be elected annually by the shareholders
at the Annual Meeting of the Shareholders and shall hold office until the next
Annual Meeting of the Shareholders or until his successor is elected and
qualified.

            Sec. 3. Regular or special meetings of the Board of Directors, or a
committee of the Board, may be called by the Chairman of the Board, the
President, a Vice President, the Secretary, or two Directors. The Board of
Directors may hold its meetings at such place as the Chairman of the Board or in
his absence a majority of Directors from time to time may determine.

            Any action required or permitted to be taken at any meeting of the
Board of Directors, or any committee designated by the Board, may be taken
without a meeting if all members of the Board or committee consent thereto in
writing and such written consent is filed with the minutes of the proceedings of
the Board or committee. Members of the Board of Directors, or any committee
designated by the Board of Directors, may conduct a special meeting by
communicating simultaneously with each other by means of a conference telephone
or similar communications equipment. The Secretary shall record such resolution
or minutes of such telephonic meeting in the minute book of the Corporation.

            Sec. 4. Notice of all regular and special meetings of the Board
shall be given to each Director by first class mail or by telephone, telegraph
or any other means of electronic communication in each case directed to his
residence or usual place of business, or delivered to him in person or given to
him orally. Notice by mail shall be sent by the Secretary at least twenty (20)
days previous, and notice by telephone, telegraph or other electronic
communication at least 72 hours previous to the date fixed for the meeting
unless the Chairman of the Board shall prescribe a shorter period. A
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                                                 Bylaws of Alaska Airlines, Inc.
                                       As Amended and in Effect November 4, 1997
                                                                          Page 4


written waiver of notice, signed by the Director entitled to notice, whether
before or after the meeting, shall be equivalent to notice. The notice of the
meeting shall state the date, time and place of the meeting.

            Sec. 5. A quorum for the transaction of business at any regular or
special meeting of the Directors shall consist of a majority of the members of
the Board then in office and qualified; the majority of those present at any
regular or special meeting shall have power to adjourn the meeting to a
specified future time.

            Sec. 6. A vacancy in the Board of Directors may be filled for the
unexpired term of such Director by a majority vote of the remaining Directors.

            Sec. 7. The Board of Directors may declare vacant the office of a
Director who has been declared of unsound mind by a court order. The Directors
may also remove a Director from office without reason if the removal is approved
by the outstanding shares.


                                   ARTICLE IV

                                   Committees

            Sec. 1. The Board of Directors may, by resolution adopted by a
majority of the Directors, designate such committees consisting of not less than
two Directors, as it may from time to time determine, and each such committee
shall have and may exercise such duties, functions and powers which are not
inconsistent with state or federal laws as the Board of Directors may from time
to time prescribe.

            Sec. 2. The Board of Directors shall designate the Chairman of each
committee, to serve for such term as the Board of Directors may determine.
Notice of the committee meetings shall be governed by the provisions of Article
III, Section 4 of these Bylaws. Each committee shall keep a record of its acts
and proceedings and all actions of the committee shall be reported to the Board
of Directors at the next meeting of the Board.

            Sec. 3. At each meeting of any committee the presence of a majority
of the members of such committee shall be necessary to constitute a quorum for
the transaction of business, and if a quorum is present the concurrence of a
majority of those present shall be necessary for the taking of any action.
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                                                 Bylaws of Alaska Airlines, Inc.
                                       As Amended and in Effect November 4, 1997
                                                                          Page 5


                                    ARTICLE V

                                    Officers

            Sec. 1. The officers of the Corporation shall be elected annually by
the Board of Directors. Each officer elected by the Board of Directors shall
hold office until his successor shall have been duly elected and qualified, or
until he shall have died, resigned or been removed in the manner hereinafter
provided. The Chairman of the Board may appoint individuals to fill any officer
vacancy on an interim basis until the next meeting of the Directors. The
Directors shall fix the salary of the Chairman.

            Sec. 2. The Officers of this Corporation shall be a Chairman of the
Board of Directors, a President, who shall be the Chief Executive Officer, one
or more Vice Presidents (who may be designated as Executive Vice Presidents or
Senior Vice Presidents), a Secretary, one or more Assistant Secretaries and a
Treasurer, all of whom shall be elected by the Board of Directors and shall
serve at the pleasure of the Board. Any two or more offices may be held by the
same person except the offices of President and Secretary. No person shall
execute, acknowledge, or verify an instrument on behalf of the Corporation in
more than one official capacity.

            In addition to, or as an alternate to the provisions above, the
Chairman of the Board may appoint certain officers such as Treasurer,
Controller, Staff Vice Presidents, Assistant Vice Presidents or Assistant
Secretaries, all of whom shall serve at the pleasure of the Chairman. All such
appointed officers shall be deemed staff positions, not elected officers, and as
such the individuals holding these appointed positions shall not be entitled to
the benefits of elected officers such as the Supplementary Retirement Plan for
Elected Officers. The compensation and other benefits of the appointed officers
shall be set by the Chairman.

            Sec. 3. The Chairman of the Board shall, if present, preside at each
meeting of the shareholders and of the Board. He shall perform all duties
incident to the office of Chairman of the Board and such other duties as may
from time to time be assigned to him by the Board.

            Sec. 4. The President shall be the Chief Executive Officer of the
Corporation and shall have general and active management of the business and
affairs of the Corporation and general and active supervision and direction over
its officers, agents and employees, subject however, to the direction of the
Chairman of the Board. He shall perform all duties incident to the office of
President and such other duties as from time to time may be assigned to him by
the Board, the Chairman of the Board or these Bylaws.
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                                                 Bylaws of Alaska Airlines, Inc.
                                       As Amended and in Effect November 4, 1997
                                                                          Page 6


            Sec. 5. The Chairman of the Board, the President, or any of the Vice
Presidents shall be designated Chief Operating Officer, and in that capacity
shall be responsible for the general operation of the Corporation.

            Sec. 6. Vice Presidents shall perform such duties as may be imposed
by the Board of Directors or the Chairman or the Chief Executive Officer; in the
absence or disability of the President, the Executive Vice President, or one of
the Senior Vice Presidents, or one of the Vice Presidents, in that order, may
perform the duties and exercise the powers of the President.

            Sec. 7. The Secretary or one or more Assistant Secretaries shall
attend all meetings of the Board and all meetings of the shareholders, and
record all votes and prepare the minutes of all proceedings, and shall perform
like duties for any committee of the Board when required. He shall perform such
other duties as pertain to his office. He shall keep in safe custody the seal of
the Corporation, and affix it, when required, to any instrument. An Assistant
Secretary shall perform the duties of the Secretary in the event of his absence
or disability and shall perform such other duties as may be imposed upon him by
the Board of Directors.

            Sec. 8. The Treasurer shall have the custody of all the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements and books belonging to the Corporation and shall deposit all
monies and other valuable effects in the same name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall render to the Directors whenever they may require it, an
account of all the Treasurer's transactions.

                                   ARTICLE VI

                                 Indemnification

            Sec. 1. To the full extent permitted by the Alaska Corporations
Code, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any civil, criminal, administrative or
investigative action, suit or proceeding (whether brought by or in the right of
the Corporation or otherwise) by reason of the fact that he or she is or was a
Director or officer of the Corporation, or is or was serving at the request of
the Corporation as a Director or officer of another corporation, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding; and the Board may, at any time, approve
indemnification of any other person which the Corporation has the power to
indemnify under the Alaska Corporations Code. The indemnification provided by
this Section
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                                                 Bylaws of Alaska Airlines, Inc.
                                       As Amended and in Effect November 4, 1997
                                                                          Page 7


shall not be deemed exclusive of any other rights to which a person may be
entitled as a matter of law or by contract or by vote of the Board or the
shareholders. The Corporation may purchase and maintain indemnification
insurance for any person to the extent provided by applicable law.

                                   ARTICLE VII

                              Dividends and Finance

            Sec. 1. Dividends upon the capital stock of the Corporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in shares of the
capital stock.

            Sec. 2. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or agent as the Directors may from
time to time designate.

            Sec. 3. The funds of the Corporation shall be deposited in such bank
or trust company as the Directors shall designate and shall be withdrawn only in
such manner as may be designated by the Board of Directors.


                                  ARTICLE VIII

                                   Amendments

            These Bylaws may be amended or repealed from time to time by the
Board of Directors or by the shareholders by a majority vote of the outstanding
shares.
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                                                 Bylaws of Alaska Airlines, Inc.
                                       As Amended and in Effect November 4, 1997
                                                                          Page 8


            I, KEITH LOVELESS, being the duly appointed Corporate Secretary and
Associate General Counsel of Alaska Airlines, Inc., do hereby certify that the
foregoing is a true and correct copy of the Bylaws of Alaska Airlines, Inc. in
effect on this _____ day of _______________, 20__.



_____________________________
Keith Loveless
Corporate Secretary and
Associate General Counsel and