SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wright Laura

(Last)

(First)

(Middle)

2702 LOVE FIELD DRIVE, P.O. BOX 36611

(Street)

DALLAS

75235-1611

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2004

3. Issuer Name and Ticker or Trading Symbol
SOUTHWEST AIRLINES CO [ LUV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,949.949	I	Profit Sharing Plan⁽¹⁾
Common Stock	781.985	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy)	01/19/2001	01/19/2010	Common Stock	3,999⁽²⁾	$10.35	D
Option (Right to Buy)	01/19/2001	01/19/2010	Common Stock	2,001⁽³⁾	$10.35	D
Option (Right to Buy)	12/31/2001	12/31/2010	Common Stock	969⁽³⁾	$22.8	D
Option (Right to Buy)	02/15/2002	02/15/2011	Common Stock	831⁽³⁾	$21.3	D
Option (Right to Buy)	02/15/2002	02/15/2011	Common Stock	3,569⁽²⁾	$21.3	D
Option (Right to Buy)	06/19/2002	06/19/2011	Common Stock	500⁽³⁾	$17.11	D
Option (Right to Buy)	06/19/2002⁽⁴⁾	06/19/2011	Common Stock	6,000⁽²⁾	$17.11	D
Option (Right to Buy)	01/01/2003	01/01/2012	Common Stock	719⁽³⁾	$18.73	D
Option (Right to Buy)	01/18/2003	01/18/2012	Common Stock	3,237⁽³⁾	$17.78	D
Option (Right to Buy)	01/18/2003	01/18/2012	Common Stock	1,823⁽²⁾	$17.78	D
Option (Right to Buy)	01/02/2004	01/02/2013	Common Stock	553⁽³⁾	$14.03	D
Option (Right to Buy)	01/23/2004⁽⁵⁾	01/23/2013	Common Stock	4,724⁽³⁾	$13.19	D
Option (Right to Buy)	01/23/2004⁽⁶⁾	01/23/2013	Common Stock	2,776⁽²⁾	$13.19	D
Option (Right to Buy)	01/05/2004	01/05/2014	Common Stock	1,114⁽³⁾	$15.91	D
Option (Right to Buy)	01/23/2004⁽⁷⁾	01/23/2014	Common Stock	9,868⁽³⁾	$15.51	D
Option (Right to Buy)	01/23/2006	01/23/2014	Common Stock	2,132⁽²⁾	$15.51	D
Option (Right to Buy)	01/01/2000	01/01/2010	Common Stock	20⁽³⁾	$10.88	D
Option (Right to Buy)	01/01/2001	01/01/2010	Common Stock	630⁽²⁾	$10.88	D
Option (Right to Buy)	01/22/2000	01/22/2009	Common Stock	4,500⁽²⁾	$11.72	D
Option (Right to Buy)	01/01/2000	01/01/2009	Common Stock	170⁽²⁾	$10.11	D
Option (Right to Buy)	09/01/2003⁽⁸⁾	09/01/2008	Common Stock	43,605⁽²⁾	$8.2	D
Option (Right to Buy)	01/23/2004	01/23/2008	Common Stock	6,458⁽²⁾	$7.87	D
Option (Right to Buy)	01/01/2004	01/01/2008	Common Stock	437⁽²⁾	$7.27	D
Option (Right to Buy)	01/26/2004	01/26/2006	Common Stock	9,356⁽²⁾	$4.98	D
Option (Right to Buy)	01/26/2004⁽⁹⁾	01/26/2006	Common Stock	9,038⁽²⁾	$4.98	D

Explanation of Responses:

1. These shares were acquired pursuant to Southwest Airlines Co. Profit Sharing Plan in a transaction exempt from Rule 16(a)-3(f)(1)(B). The information reported herein is based on a plan statement dated as of 7/16/2004.

2. Options granted from the 1996 ISO Plan.

3. Options granted from the 1996 NQ Plan.

4. Remaining shares are exercisable in increments of 100 beginning with 600 shares on 6/19/2005 and an additional 100 shares each 6/19 thereafter until 6/19/2010.

5. 4,438 shares are currently exercisable, the remaining 286 shares become exercisable on 1/23/2005.

6. 562 shares are currently exercisable with the remaining 2,214 shares becoming exercisable on 1/23/2005.

7. 4,000 shares are currently exercisable. An additional 4,000 shares are exercisable on 1/23/2005 and the remaining 1,868 shares are exercisable as of 1/23/2006.

8. 18,113 shares are exercisable with 5,367 shares exercisable on 9/1/2004 and 6,036, 6,709 and 7,380 becoming exercisable each year thereafter until 9/1/2007.

9. 6,810 shares are exercisable with the remaining 2,228 shares becoming exercisable on 1/26/2005.

	On behalf of and attorney-in-fact for Laura Wright /s/ Mark R. Shaw	07/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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