EX-5

								Exhibit 5

					SOUTHWEST AIRLINES CO.

					Deborah Ackerman
					Associate General Counsel

					P.O. Box 36611
					Dallas, Texas  75235-1611
					(214) 792-4665
					Facsimile:  (214) 792-6200
					E-Mail: dackerma.gw05@wnco.com



September 25, 2000



Southwest Airlines Co.
P.O. Box 36611
Dallas, TX 75235

Dear Sirs:

	I have represented Southwest Airlines Co., a Texas corporation
(the "Company"), in connection with the registration with the
Securities and Exchange Commission under the Securities Act of 1933
of the shares of the common stock, $1 par value, of the Company
("Common Stock") to be issued by the Company from time to time upon
the exercise of stock options pursuant to the Southwest Airlines Co.
1991 Employee Stock Purchase Plan, as amended  (the "Plan").

	In this connection, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such
documents, corporate and other records, certificates and other
papers as I deemed it necessary to examine for the purpose of this
opinion, including the Registration Statement of the Company for the
registration of the Common Stock to be issued pursuant to the Plan
on Amendment No. 1 to Form S-8 under the Securities Act of 1933 (the
"Registration Statement").

	Based on such examination, it is my opinion that the shares of
Common Stock registered under the Registration Statement when issued
pursuant to the terms of the Plan will, upon the payment of the
consideration therefor required by the terms of the Plan, be validly
issued, fully paid and non-assessable.

	I consent to the use of this opinion as an exhibit to the
Registration Statement.  In giving this consent, I do not thereby
admit that I am within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulation thereunder.

Sincerely,

/s/ Deborah Ackerman

    Deborah Ackerman

DA:lss

EX-23.1

								Exhibit 23.1


CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Southwest Airlines Co. 1991
Employee Stock Purchase Plan, as amended, of our report dated
January 18, 2000, with respect to the consolidated financial
statements of Southwest Airlines Co. included in its Annual Report
(Form 10-K) for the year ended December 31, 1999 to be filed with
the Securities and Exchange Commission on September 25, 2000.




						/s/ Ernst & Young, LLP

						ERNST & YOUNG LLP

Dallas, Texas
September 21, 2000

EX-4

							Exhibit 4


		      SOUTHWEST AIRLINES CO.
		1991 Employee Stock Purchase Plan
		  as amended September 21, 2000

1. 	Purpose.

	The Southwest Airlines Co. 1991 Employee Stock Purchase Plan
(the "Plan") is intended to provide an incentive for employees of
Southwest Airlines Co. (the "Company") and its subsidiaries to
acquire a proprietary interest (or increase an existing proprietary
interest) in the Company through the purchase of shares of the
Company's $1.00 par value Common Stock (the "Common Stock"). It is
the intention of the Company that the Plan qualify as an "employee
stock purchase plan" under section 423 of the Internal Revenue Code
of 1986 (the "Code"). Accordingly, the provisions of the Plan shall be
construed in a manner consistent with the requirements of that
section of the Code.

2.	Administration.

	The Plan shall be administered by a committee (the
"Administrator") of three or more non-employee members of the Board
of Directors (the "Board"), in accordance with Rule 16b-3 of the
Securities and Exchange Commission as in effect on the date of
adoption of the Plan by the Board.  Subject to the express provisions
of the Plan, to the overall supervision of the Board, and to the
limitations of section 423 of the Code, and any successor provisions,
the Administrator may administer and interpret the Plan in any manner
it believes to be desirable, and any such interpretation shall be
conclusive and binding on the Company and all participants.

3.	Number of Shares.

	The Company initially reserved for sale under the Plan 750,000
shares of Common Stock.  On September 21, 2000, the Board amended the
Plan to reserve for sale under the Plan an additional 6,000,000 shares
of Common Stock.  Shares sold under the Plan may be newly issued shares
or shares reacquired in private transactions or open market purchases,
but all shares sold under the Plan, regardless of source, shall be
counted against the shares reserved under the Plan.

	In the event of any reorganization, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation, offering of rights or other similar change in the capital
structure of the Company, the Administrator may make such adjustment, if
any, as it deems appropriate in the number of shares of Common Stock
available for purchase under the Plan.

4.	Eligibility Requirements.

	Any employee of the Company (as defined below) who has completed
six (6) months of continuous service with the Company may participate
in the Plan, except the following:

(a) employees who would, immediately upon purchase of any Common
	Stock under the Plan, own directly or indirectly, or hold
	options or rights to acquire, an aggregate of 5% or more of
	the total combined voting power or value of all outstanding
	shares of all classes of stock of the Company or any
	subsidiary

(b) employees who are customarily employed by the Company less
	than five months in any calendar year; and

(c) employees who reside in a jurisdiction whose laws prohibit participation
      in the Plan.

	Participation in the Plan is entirely voluntary.

	As used herein, the term "employee of the Company" shall include
employees of any subsidiary of the Company.  Eligible employees who
elect to participate in the Plan are hereafter referred to as
"Participants" or individually as a "Participant."

5.	Enrollment and Payroll Deductions.

	Any eligible employee may become a participant in the Plan by
completing, signing and submitting to the Company an enrollment form.

	All Participant contributions to the Plan shall be made only by
payroll deductions.  Each enrollment form shall specify the amount
which the Participant elects to contribute under the Plan for each
payroll period and shall authorize the Company to withhold such amount
from the salary of such Participant with respect to each payroll
period thereafter until such Participant's participation in the Plan
is terminated or until the amount of such deductions shall be changed
or suspended as hereafter provided.  Any eligible employee may
authorize payroll deductions pursuant to the Plan as follows:

	The minimum payroll deduction is $5.00 per payroll period and the
maximum is 10% of his or her base salary for such period (exclusive of
commissions, bonuses, overtime pay, shift premiums, long-term disability
or workers compensation payments and similar amounts).  In no event may
the Common Stock purchased under the Plan for any single Participant
exceed $25,000 of fair market value of such stock in any calendar year.
As used herein, the term "payroll period" shall mean the period from the
date on which the Participant customarily receives payment of his regular
salary or wages to the next successive date in which he customarily
receives payment.

	A Participant may elect to increase or decrease the rate of
contribution, or withdraw from the Plan entirely, by delivery to the
Company of a new enrollment/change form indicating the revised rate
of contribution; provided, however, that any suspension shall continue
until the Participant has submitted an enrollment/change form to the
Company.

	Enrollment/change forms received between the 1st and the 15th days
of any month shall be effective for the payroll period covered by the
paycheck received on the 5th day of the next month.  Enrollment/change
forms received between the 16th and last days of any month shall be
effective for the payroll period covered by the paycheck received on
the 20th day of the next month.

	Contributions shall be credited to a Participant's account as soon
as administratively feasible after payroll withholding.  The Company
shall be entitled to use of the contributions immediately after payroll
withholding, may maintain the contributions as a single fund, and shall
have no obligation to pay interest on the contributions to any
Participant.

6.	Purchase of Shares.

	The Company shall accumulate on a monthly basis and hold,
without interest, the amounts withheld from the payroll deductions of all
Participants.  On the last trading day of each month ("Purchase Dates")
the Company shall apply the funds then credited to each Participant's
account to the purchase of whole shares of Common Stock.  The cost to
the Participant for the shares purchased shall be 90% of the mean
between the highest and lowest quoted selling prices of the Common
Stock on the New York Stock Exchange on that Purchase Date.  For
purposes of section 423 of the Code, the Company shall be deemed to have
granted to the Participant an option to purchase shares of Common Stock
on each Purchase Date.  Such option shall not be transferable by the
Participant except as permitted by Section 8.

	Participants shall be treated as the record owners of their
shares effective as of the Purchase Date.  Any cash equal to less than
the price of a whole share of Common Stock left in a Participant's
account on a Purchase Date shall be carried forward in such
Participant's account for application on the next Purchase Date.

7.	Termination of Employment.

	Participation in the Plan terminates immediately when a Participant
ceases to be employed by the Company for any reason whatsoever (including
death or disability).  As soon as administratively feasible after
termination, the Company shall pay to the Participant or his or her
beneficiary or legal representative all amounts credited to the
Participant's account which have not yet been applied to the purchase
of Common Stock.

8.	Assignment.

	The rights of a Participant under the Plan shall not be assignable
by such Participant, by operation of law, or otherwise, except to the
extent that there has been a designation of beneficiaries in accordance
with the Plan, and except to the extent permitted by will or the laws of
descent and distribution if beneficiaries have not been designated.  No
Participant may create a lien on any funds, securities, rights or other
property held by the Company for the account of the Participant under
the Plan.

	A Participant's right to purchase shares under the Plan shall
be exercisable only during the Participant's lifetime and only by him or
her, except that a Participant may direct the Company in the enrollment
form to issue share certificates to the Participant jointly with one or
more other persons with right of survivorship, or to certain forms of
trusts approved by the Administrator.

9.	Administrative Assistance.

	If the Administrator in its discretion so elects, it may retain
a brokerage firm, bank or other financial institution to assist in the
purchase of shares, delivery of reports or other administrative aspects
of the Plan.

10.	Costs.

	All costs and expenses incurred in administering this Plan shall
be paid by the Company, except that any stamp duties or transfer taxes
applicable to participation in the Plan may be charged to the account
of such Participant by the Company.  Any brokerage fees for the purchase
of shares by a Participant shall be paid by the Company, but any
brokerage fees for the sale of shares by a Participant shall be borne by
the Participant.

11.	Equal Rights and Privileges.

	All eligible employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an "employee stock
purchase plan" within the meaning of section 423 or any successor provision of
the Code and the related regulations.  Any provision of the Plan which
is inconsistent with section 423 or any successor provision of the Code shall
without further act or amendment by the Company or the Board be reformed
to comply with the requirements of section 423.  This Section 11 shall take
precedence over all other provisions of the Plan.

12.	Applicable Law.

	The Plan shall be governed by the laws of the State of Texas.

13.	Modification and Termination.

	The Board may amend, alter or terminate the Plan at any time.  No
amendment shall be effective unless within one year after it is adopted by the
Board it is approved by the shareholders of the Company, if such amendment
would:

(a) increase the number of shares reserved for purchase under the Plan;

(b) materially increase the benefits to Participants; or

(c) materially modify the requirements for participation.

	In the event the Plan is terminated, the Board may elect to
terminate all participation either immediately or upon completion of
the purchase of shares on the next Purchase Date.  All funds contributed
to the Plan that have not been used to purchase shares shall be returned
to the Participants as soon as administratively feasible.

	If at any time the shares available under the Plan are
overenrolled, enrollments shall be reduced proportionately to eliminate
the overenrollment.  Any funds that cannot be applied to the purchase
of shares due to overenrollment shall be refunded to the Participants
as soon as administratively feasible.

14.	Board and Shareholder Approval.

	This Plan shall be deemed effective upon its approval by the Board,
and shall be submitted to the shareholders of the Company for their
approval at the next meeting of shareholders.

15.	Securities Laws.

	The Company shall not be obligated to issue any Common Stock
pursuant to the Plan at any time when such shares have not been
registered under the Securities Act of 1933, as amended and such other
state and federal laws, rules or regulations as the Company or the
Administrator deems applicable and, in the opinion of legal counsel for
the Company, there is no exemption from the registration requirements
of such laws, rules or regulations available for the issuance and sale
of such shares.

16.	Notices.

	All notices which may be or are required to be given by
Participants or employees of the Company to the Company under the terms
of this Plan shall be effective when received in writing by the Company
addressed to Administrator, Southwest Airlines Co. 1991 Employee Stock
Purchase Plan, at the Company's principal place of business.

S-8

	As filed with the Securities and Exchange Commission
			   on September 25, 2000

							Reg. No. 333-40653

		  SECURITIES AND EXCHANGE COMMISSION
			  Washington, D.C. 20549

				AMENDMENT NO. 1
				     TO
				   FORM S-8
			  Registration Statement
				    Under
			The Securities Act of 1933

  			  SOUTHWEST AIRLINES CO.
   (Exact name of registrant as specified in its charter)

Texas					      75-1563240
(State or other jurisdiction of		     (I.R.S. Employer
incorporation or organization)		      Identification No.)

P.O. Box 36611, Dallas, Texas		      75235-1611
(Address of Principal Executive Offices)     (Zip Code)

  			  Southwest Airlines Co.
 1991 Employee Stock Purchase Plan, as amended September 21, 2000
 			(Full title of the plan)

				Gary C. Kelly
	Vice President-Finance & Chief Financial Officer
  			  Southwest Airlines Co.
     				P.O. Box 36611
 			Dallas, Texas 75235-1611
 				214/792-4363
  (Name, address, and telephone number, including area code,
  			 of agent for service)

   				Copy to:

			   Deborah Ackerman
		     Associate General Counsel
  			 Southwest Airlines Co.
			    P.O. Box 36611
 			Dallas, Texas 75235-1611


 CALCULATION OF REGISTRATION FEE


				Proposed       	   Proposed
Title of			maximum 	   maximum
securities   Amount		offering 	   aggregate        Amount of
to be	     to be 		price	   	   offering	    registration
registered   registered		per share(1)  	   price(1)	    fee

Common Stock
par value
$1.00 per    6,000,000
share         shares	       	$20.86875 	 $125,212,500       $33,056.10

(1) Estimated solely for the purpose of calculating the registration fee
which, pursuant to Rules 457(c) and 457(h) is based on 90% of the
average of the high and low price for the Common Stock on the New York
Stock Exchange on September 22, 2000.

(2) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.


		STATEMENT OF INCORPORATION BY REFERENCE

	This Amendment No. 1 to Registration Statement on Form S-8 is being
filed to register an additional 6,000,000 shares of the Company's Common
Stock to be issued under the 1991 Employee Stock Purchase Plan (as amended,
the "Plan").  In accordance with General Instruction E to Form S-8, the
contents of the Company's Registration Statement on Form S-8 (Registration
Number 33-40653), as previously filed with the Securities and Exchange
Commission on May 16, 1991, and including all documents incorporated by
reference therein, is hereby incorporated by reference herein and made a
part hereof.


				   PART II
	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.	Interest of Named Experts and Counsel.

The validity of the Common Stock registered hereunder has been passed upon
for the Company by Deborah Ackerman, Esq.  Ms. Ackerman is the Associate
General Counsel and Assistant Secretary of the Company.  Ms. Ackerman owns
83,801 shares of Common Stock and options to purchase 42,207 shares of
Common Stock.

Item 8.	Exhibits.

4 	Southwest Airlines Co. 1991 Employee Stock Purchase Plan, as
	amended September 21, 2000.

5	Opinion of Deborah Ackerman, Associate General Counsel of the
	Company, re legality of securities being registered.

23.1	Consent of Ernst & Young LLP, independent auditors.

23.2	Consent of Deborah Ackerman, Associate General Counsel of the
	Company (contained in the opinion filed as Exhibit 5 hereto).


SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Dallas, State of
Texas on September 21, 2000.

					SOUTHWEST AIRLINES CO.


					By: /s/ Gary C. Kelly
						Gary C. Kelly
						Vice President-Finance,
						Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 21, 2000.

	Signature				Capacity

/s/ Herbert D. Kelleher		Chairman of the Board of Directors,
- ----------------------		President and Chief Executive Officer
Herbert D. Kelleher

/s/ Gary C. Kelly		Vice President-Finance
- ---------------------- 		(Chief Financial and Accounting Officer)
Gary C. Kelly

				Director
- ----------------------
Samuel E. Barshop

/s/ Gene H. Bishop		Director
- ----------------------
Gene H. Bishop

/s/ William P. Hobby		Director
- ----------------------
William P. Hobby

				Director
- ----------------------
Travis C. Johnson

/s/ R. W. King		     	Director
- ----------------------
R. W. King

/s/ June M. Morris		Director
- ----------------------
June M. Morris

				Director
- ----------------------
C. Webb Crockett




INDEX TO EXHIBITS


4 	Southwest Airlines Co. 1991 Employee Stock Purchase Plan, as
	amended September 21, 2000.

5 	Opinion of Deborah Ackerman, Associate General Counsel for the
	Company.

23.1	Consent of Ernst & Young LLP, independent auditors.

23.2 	Consent of Deborah Ackerman, Associate General Counsel of
	Southwest (contained in the opinion filed as Exhibit 5 hereto).