<PAGE>

    As filed with the Securities and Exchange Commission
                    on September 28, 1998
                                        Reg. No. 333-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          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.
          1998 SAEA Non-Qualified Stock Option Plan
                  (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         maximum      Amount
Title of                         maximum          aggregate    of
securities to     Amount to be   offering price   offering     registra-
be registered     registered     per share (1)    price(1)     tion fee

Common Stock
par value          1,050,000
$1.00 per share      shares       $20.97         $22,018,500    $6,495.46


(1)    Pursuant to Rule 457(c), the amount is  based  on  the
average  of the  high and low price of the Common Stock on the
New York Stock Exchange on September 22, 1998.

(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.


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

      The  following  documents filed  with  the  Securities  and
Exchange Commission (the "Commission") are incorporated herein by
reference:

      (a)   the Company's latest annual report filed pursuant  to
Section 13 or 15(d) of the Securities Exchange Act of 1934;

      (b)   all other reports filed pursuant to Section 13(a)  or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to above; and

      (c)   the  descriptions of the Company's Common  Stock  and
Common Share Purchase Rights contained in registration statements
filed  under  the Securities Exchange Act of 1934 by the  Company
with the Commission, including any amendment or report filed  for
the purpose of updating such descriptions.

      All  reports and other documents subsequently filed by  the
Company  pursuant to Section 13(a), 13(c), 14 and  15(d)  of  the
Securities Exchange Act of 1934, as amended, prior to the  filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein  and to be a part hereof from the date of filing  of  such
reports and documents.

Item 6.   Indemnification of Directors and Officers.

      Article VIII, Section 1 of Registrant's Bylaws provides  as
follows:

      "Right to Indemnification:  Subject to the limitations  and
conditions as provided in this Article VIII, each person, who was
or  is  made a party to, or is threatened to be made a party  to,
any  threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investiga
tive (hereinafter called a "proceeding"), or any appeal in such a
proceeding  or  any inquiry or investigation that could  lead  to
such a proceeding, by reason of the fact that he (or a person  of
whom  he  is  the legal representative) is or was a  director  or
officer of the corporation (or while a director or officer of the
corporation  is or was serving at the request of the  corporation
as  a  director, officer, partner, venturer, proprietor, trustee,
employee,  agent,  or similar functionary of another  foreign  or
domestic corporation, partnership, joint venture, proprietorship,
trust,  employee  benefit  plan, or other  enterprise)  shall  be
indemnified by the corporation to the fullest extent permitted by
the  Texas  Business Corporation Act, as the same exists  or  may
hereafter  be  amended (but, in the case of any  such  amendment,
only to the extent that such amendment permits the corporation to
provide  broader indemnification rights than said  law  permitted
the  corporation  to  provide prior to  such  amendment)  against
judgments,  penalties  (including excise and  similar  taxes  and
punitive  damages),  fines, settlements and  reasonable  expenses
(including, without limitation, court costs and attorneys'  fees)
actually  incurred  by  such  person  in  connection  with   such
proceeding, appeal, inquiry or investigation, and indemnification
under  this  Article VIII shall continue as to a person  who  has
ceased  to  serve in the capacity which initially  entitled  such
person to indemnity hereunder; provided, however, that in no case
shall  the  corporation indemnify any such person (or  the  legal
representative  of  any  such  person)  otherwise  than  for  his
reasonable  expenses, in respect of any proceeding (i)  in  which
such  person  shall  have been finally adjudged  by  a  court  of
competent   jurisdiction  (after  exhaustion   of   all   appeals
therefrom)  to be liable on the basis that personal  benefit  was
improperly  received by him, whether or not the benefit  resulted
from  an action taken in such person's official capacity, or (ii)
in  which  such  person  shall have  been  found  liable  to  the
corporation;  and  provided, further, that the corporation  shall
not  indemnify  any  such  person  for  his  reasonable  expenses
actually  incurred in connection with any proceeding in which  he
shall   have   been  found  liable  for  willful  or  intentional
misconduct  in  the performance of his duty to  the  corporation.
The  rights granted pursuant to this Article VIII shall be deemed
contract rights, and no amendment, modification or repeal of this
Article  VIII  shall have the effect of limiting or  denying  any
such  rights with respect to actions taken or proceedings arising
prior  to  any  such amendment, modification or  repeal.   It  is
expressly acknowledged that the indemnification provided in  this
Article  VIII  could involve indemnification  for  negligence  or
under theories of strict liability."

      Article  Ten  of  the Company's Articles  of  Incorporation
provides  that a director of the corporation shall not be  liable
to  the corporation or its shareholders for monetary damages  for
an  act  or  omission in the director's capacity as  a  director,
subject to certain limitations.

      Article  2.02-1  B. of the Texas Business  Corporation  Act
provides that, subject to certain limitations, "a corporation may
indemnify  a  person who was, is or is threatened to  be  made  a
named  defendant or respondent in a proceeding because the person
is  or was a director only if it is determined in accordance with
Section F of this article that the person:  (1) conducted himself
in  good  faith;  (2) reasonably  believed: (a) in  the  case  of
conduct   in  his  official  capacity  as  a  director   of   the
corporation,  that  his  conduct was in  the  corporation's  best
interests;  and (b) in all other cases, that his conduct  was  at
least not opposed to the corporation's best interests; and (3) in
the  case of any criminal proceeding, had no reasonable cause  to
believe his conduct was unlawful."


       The   Company  also  maintains  directors'  and  officers'
liability insurance.

Item 8.   Exhibits.

          4.1  Specimen certificate representing Common Stock  of
          Southwest (incorporated by reference to Exhibit 4.2  to
          Southwest's  Annual Report on Form 10-K  for  the  year
          ended December 31, 1994 (File No. 1-7259)).

          4.2   Restated  Articles of Incorporation of  Southwest
          (incorporated   by   reference  to   Exhibit   4.1   to
          Southwest's  Registration Statement on Form  S-3  (File
          No.  33-52155));  Amendment  to  Restated  Articles  of
          Incorporation of Southwest (incorporated  by  reference
          to  Exhibit 4.1 to Southwest's Quarterly Report on Form
          10-Q for the quarter ended June 30, 1996 (File No.   1-
          7259);  Amendment to Restated Articles of Incorporation
          of  Southwest (incorporated by reference to Exhibit 4.1
          to  Southwest's Quarterly Report on Form 10-Q  for  the
          quarter ended June 30, 1998 (File No. 1-7259)).

          4.3   Bylaws of Southwest, as amended through  February
          1994  (incorporated  by reference  to  Exhibit  3.2  to
          Southwest's  Annual Report on Form 10-K  for  the  year
          ended December 31, 1993 (File No. 1-7259)).

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

Item 9.  Undertakings.

A.  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  registration
statement:

      (i)  to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

      (ii)   to  reflect in the prospectus any  facts  or  events
arising  after  the effective date of the registration  statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the registration statement.

      (iii)  to include any material information with respect  to
the plan of distribution not previously disclosed in the registra-
tion statement  or  any  material change to such  information  in
the registration statement.

provided,  however, that paragraphs (A)(1)(i) and  (A)(1)(ii)  do
not  apply if the information required to be included in a  post-
effective amendment by those paragraphs is contained in  periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d)   of   the  Securities  Exchange  Act  of  1934  that   are
incorporated by reference in the registration statement.

      (2)   That,  for the purpose of determining  any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)  To remove by registration by means of a post-effective
amendment  any  of the securities being registered  which  remain
unsold at the termination of the offering.

B.    The  undersigned  registrant hereby  undertakes  that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  that  is  incorporated  by reference  in  the  registration
statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors,  officers
and  controlling  persons  of  the  registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
                           SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securi
ties 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 24, 1998.

                                   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  24,
1998.

          Signature                     Capacity

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

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

/s/ Samuel E. Barshop                 Director
Samuel E. Barshop

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

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

/s/ Travis C. Johnson                 Director
Travis C. Johnson

                                      Director
R. W. King

/s/ Walter M. Mischer, Sr.            Director
Walter M. Mischer, Sr.

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

/s/ C. Webb Crockett                  Director
C. Webb Crockett

                        INDEX TO EXHIBITS


4.1  Specimen  certificate representing Common Stock of Southwest
     (incorporated  by  reference to Exhibit 4.2  to  Southwest's
     Annual  Report on Form 10-K for the year ended December  31,
     1994 (File No. 1-7259)).

4.2  Restated    Articles   of   Incorporation    of    Southwest
     (incorporated  by  reference to Exhibit 4.1  to  Southwest's
     Registration  Statement on Form S-3  (File  No.  33-52155));
     Amendment to Restated Articles of Incorporation of Southwest
     (incorporated  by  reference to Exhibit 4.1  to  Southwest's
     Quarterly Report on Form 10-Q for the quarter ended June 30,
     1996  (File No.  1-7259); Amendment to Restated Articles  of
     Incorporation  of Southwest (incorporated  by  reference  to
     Exhibit 4.1 to Southwest's Quarterly Report on Form 10-Q for
     the quarter ended June 30, 1998 (File No. 1-7259)).

4.3  Bylaws  of  Southwest,  as  amended  through  February  1994
     (incorporated  by  reference to Exhibit 3.2  to  Southwest's
     Annual  Report on Form 10-K for the year ended December  31,
     1993 (File No. 1-7259)).

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

  
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@wnco.com





                                                                Exhibit 5




September 28, 1998



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 Company's  1998  SAEA  Non-
Qualified Stock Option Plan (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 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 will, when issued pursuant to the Plan, be legally
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

<PAGE>

CONSENT OF INDEPENDENT AUDITORS                             Exhibit 23.1

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1998 Southwest Airlines Employee
Association Non-Qualified Stock Option Plan of our report dated January 23,
1998 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, 1997 filed with the Securities and Exchange Commission.


ERNST & YOUNG LLP
/s/ Ernst & Young LLP

Dallas, Texas
September 25, 1998
[{"type": "S-8", "sequence": "1", "description": "S8", "secsgml_size_bytes": 19985}]
{"company-data": {"conformed-name": "SOUTHWEST AIRLINES CO", "cik": "0000092380", "assigned-sic": "4512", "irs-number": "741563240", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64431", "film-number": "98716362"}, "business-address": {"street1": "2702 LOVE FIELD DR", "city": "DALLAS", "state": "TX", "zip": "75235", "phone": "2149044000"}, "mail-address": {"street1": "PO BOX 36611", "city": "DALLAS", "state": "TX", "zip": "75235-1611"}, "former-company": {"former-conformed-name": "AIR SOUTHWEST CO", "date-changed": "19760108"}}
As filed with the Securities and Exchange Commission
                    on September 28, 1998
                                        Reg. No. 333-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          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.
          1998 SAEA Non-Qualified Stock Option Plan
                  (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         maximum      Amount
Title of                         maximum          aggregate    of
securities to     Amount to be   offering price   offering     registra-
be registered     registered     per share (1)    price(1)     tion fee

Common Stock
par value          1,050,000
$1.00 per share      shares       $20.97         $22,018,500    $6,495.46

(1)    Pursuant to Rule 457(c), the amount is  based  on  the
average  of the  high and low price of the Common Stock on the
New York Stock Exchange on September 22, 1998.

(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.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  following  documents filed  with  the  Securities  and
Exchange Commission (the "Commission") are incorporated herein by
reference:

      (a)   the Company's latest annual report filed pursuant  to
Section 13 or 15(d) of the Securities Exchange Act of 1934;

      (b)   all other reports filed pursuant to Section 13(a)  or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to above; and

      (c)   the  descriptions of the Company's Common  Stock  and
Common Share Purchase Rights contained in registration statements
filed  under  the Securities Exchange Act of 1934 by the  Company
with the Commission, including any amendment or report filed  for
the purpose of updating such descriptions.

      All  reports and other documents subsequently filed by  the
Company  pursuant to Section 13(a), 13(c), 14 and  15(d)  of  the
Securities Exchange Act of 1934, as amended, prior to the  filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein  and to be a part hereof from the date of filing  of  such
reports and documents.

Item 6.   Indemnification of Directors and Officers.

      Article VIII, Section 1 of Registrant's Bylaws provides  as
follows:

      "Right to Indemnification:  Subject to the limitations  and
conditions as provided in this Article VIII, each person, who was
or  is  made a party to, or is threatened to be made a party  to,
any  threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investiga
tive (hereinafter called a "proceeding"), or any appeal in such a
proceeding  or  any inquiry or investigation that could  lead  to
such a proceeding, by reason of the fact that he (or a person  of
whom  he  is  the legal representative) is or was a  director  or
officer of the corporation (or while a director or officer of the
corporation  is or was serving at the request of the  corporation
as  a  director, officer, partner, venturer, proprietor, trustee,
employee,  agent,  or similar functionary of another  foreign  or
domestic corporation, partnership, joint venture, proprietorship,
trust,  employee  benefit  plan, or other  enterprise)  shall  be
indemnified by the corporation to the fullest extent permitted by
the  Texas  Business Corporation Act, as the same exists  or  may
hereafter  be  amended (but, in the case of any  such  amendment,
only to the extent that such amendment permits the corporation to
provide  broader indemnification rights than said  law  permitted
the  corporation  to  provide prior to  such  amendment)  against
judgments,  penalties  (including excise and  similar  taxes  and
punitive  damages),  fines, settlements and  reasonable  expenses
(including, without limitation, court costs and attorneys'  fees)
actually  incurred  by  such  person  in  connection  with   such
proceeding, appeal, inquiry or investigation, and indemnification
under  this  Article VIII shall continue as to a person  who  has
ceased  to  serve in the capacity which initially  entitled  such
person to indemnity hereunder; provided, however, that in no case
shall  the  corporation indemnify any such person (or  the  legal
representative  of  any  such  person)  otherwise  than  for  his
reasonable  expenses, in respect of any proceeding (i)  in  which
such  person  shall  have been finally adjudged  by  a  court  of
competent   jurisdiction  (after  exhaustion   of   all   appeals
therefrom)  to be liable on the basis that personal  benefit  was
improperly  received by him, whether or not the benefit  resulted
from  an action taken in such person's official capacity, or (ii)
in  which  such  person  shall have  been  found  liable  to  the
corporation;  and  provided, further, that the corporation  shall
not  indemnify  any  such  person  for  his  reasonable  expenses
actually  incurred in connection with any proceeding in which  he
shall   have   been  found  liable  for  willful  or  intentional
misconduct  in  the performance of his duty to  the  corporation.
The  rights granted pursuant to this Article VIII shall be deemed
contract rights, and no amendment, modification or repeal of this
Article  VIII  shall have the effect of limiting or  denying  any
such  rights with respect to actions taken or proceedings arising
prior  to  any  such amendment, modification or  repeal.   It  is
expressly acknowledged that the indemnification provided in  this
Article  VIII  could involve indemnification  for  negligence  or
under theories of strict liability."

      Article  Ten  of  the Company's Articles  of  Incorporation
provides  that a director of the corporation shall not be  liable
to  the corporation or its shareholders for monetary damages  for
an  act  or  omission in the director's capacity as  a  director,
subject to certain limitations.

      Article  2.02-1  B. of the Texas Business  Corporation  Act
provides that, subject to certain limitations, "a corporation may
indemnify  a  person who was, is or is threatened to  be  made  a
named  defendant or respondent in a proceeding because the person
is  or was a director only if it is determined in accordance with
Section F of this article that the person:  (1) conducted himself
in  good  faith;  (2) reasonably  believed: (a) in  the  case  of
conduct   in  his  official  capacity  as  a  director   of   the
corporation,  that  his  conduct was in  the  corporation's  best
interests;  and (b) in all other cases, that his conduct  was  at
least not opposed to the corporation's best interests; and (3) in
the  case of any criminal proceeding, had no reasonable cause  to
believe his conduct was unlawful."

       The   Company  also  maintains  directors'  and  officers'
liability insurance.

Item 8.   Exhibits.

          4.1  Specimen certificate representing Common Stock  of
          Southwest (incorporated by reference to Exhibit 4.2  to
          Southwest's  Annual Report on Form 10-K  for  the  year
          ended December 31, 1994 (File No. 1-7259)).

          4.2   Restated  Articles of Incorporation of  Southwest
          (incorporated   by   reference  to   Exhibit   4.1   to
          Southwest's  Registration Statement on Form  S-3  (File
          No.  33-52155));  Amendment  to  Restated  Articles  of
          Incorporation of Southwest (incorporated  by  reference
          to  Exhibit 4.1 to Southwest's Quarterly Report on Form
          10-Q for the quarter ended June 30, 1996 (File No.   1-
          7259);  Amendment to Restated Articles of Incorporation
          of  Southwest (incorporated by reference to Exhibit 4.1
          to  Southwest's Quarterly Report on Form 10-Q  for  the
          quarter ended June 30, 1998 (File No. 1-7259)).

          4.3   Bylaws of Southwest, as amended through  February
          1994  (incorporated  by reference  to  Exhibit  3.2  to
          Southwest's  Annual Report on Form 10-K  for  the  year
          ended December 31, 1993 (File No. 1-7259)).

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

Item 9.  Undertakings.

A.  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  registration
statement:

      (i)  to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

      (ii)   to  reflect in the prospectus any  facts  or  events
arising  after  the effective date of the registration  statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in the information set forth in the registration statement.

      (iii)  to include any material information with respect  to
the plan of distribution not previously disclosed in the registra-
tion statement  or  any  material change to such  information  in
the registration statement.

provided,  however, that paragraphs (A)(1)(i) and  (A)(1)(ii)  do
not  apply if the information required to be included in a  post-
effective amendment by those paragraphs is contained in  periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d)   of   the  Securities  Exchange  Act  of  1934  that   are
incorporated by reference in the registration statement.

      (2)   That,  for the purpose of determining  any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)  To remove by registration by means of a post-effective
amendment  any  of the securities being registered  which  remain
unsold at the termination of the offering.

B.    The  undersigned  registrant hereby  undertakes  that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  that  is  incorporated  by reference  in  the  registration
statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors,  officers
and  controlling  persons  of  the  registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
                           SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securi
ties 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 24, 1998.

                                   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  24,
1998.

          Signature                     Capacity

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

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

/s/ Samuel E. Barshop                 Director
Samuel E. Barshop

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

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

/s/ Travis C. Johnson                 Director
Travis C. Johnson

                                      Director
R. W. King

/s/ Walter M. Mischer, Sr.            Director
Walter M. Mischer, Sr.

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

/s/ C. Webb Crockett                  Director
C. Webb Crockett

                        INDEX TO EXHIBITS

4.1  Specimen  certificate representing Common Stock of Southwest
     (incorporated  by  reference to Exhibit 4.2  to  Southwest's
     Annual  Report on Form 10-K for the year ended December  31,
     1994 (File No. 1-7259)).

4.2  Restated    Articles   of   Incorporation    of    Southwest
     (incorporated  by  reference to Exhibit 4.1  to  Southwest's
     Registration  Statement on Form S-3  (File  No.  33-52155));
     Amendment to Restated Articles of Incorporation of Southwest
     (incorporated  by  reference to Exhibit 4.1  to  Southwest's
     Quarterly Report on Form 10-Q for the quarter ended June 30,
     1996  (File No.  1-7259); Amendment to Restated Articles  of
     Incorporation  of Southwest (incorporated  by  reference  to
     Exhibit 4.1 to Southwest's Quarterly Report on Form 10-Q for
     the quarter ended June 30, 1998 (File No. 1-7259)).

4.3  Bylaws  of  Southwest,  as  amended  through  February  1994
     (incorporated  by  reference to Exhibit 3.2  to  Southwest's
     Annual  Report on Form 10-K for the year ended December  31,
     1993 (File No. 1-7259)).

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

  
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@wnco.com

                                                                Exhibit 5

September 28, 1998

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 Company's  1998  SAEA  Non-
Qualified Stock Option Plan (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 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 will, when issued pursuant to the Plan, be legally
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
CONSENT OF INDEPENDENT AUDITORS                             Exhibit 23.1

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1998 Southwest Airlines Employee
Association Non-Qualified Stock Option Plan of our report dated January 23,
1998 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, 1997 filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP
/s/ Ernst & Young LLP

Dallas, Texas
September 25, 1998