As filed with the Securities and Exchange Commission
                       on January 18, 1995
                                        Reg. No. 33-           

               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.
           1995 SWAPA 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
                          214/904-4363
   (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
<TABLE>
<captions>
                     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     
<S>            <C>            <C>            <C>           <C>
Common Stock
par value       18,000,000
$1.00 per share   shares      $18.3125       $329,625,000   $113,663.80
                                                                        
<FN>
(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 January 11, 1995.

(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.
/TABLE
<PAGE>

                             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 proceed-
ings 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 the
          Company (incorporated by reference to Exhibit 2.1 of the
          Company's Registration Statement on Form S-7 dated
          September 25, 1980 (File No. 2-69141)).

     4.2  Restated Articles of Incorporation of Southwest (incorpo-
          rated by reference to Exhibit 4.1 to Southwest's Regis-
          tration Statement on Form S-3 (File No. 33-52155). 

     4.3  Bylaws of Southwest, as amended February 1994 (incorpo-
          rated 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 registration
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.<PAGE>
                           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 January 13, 1995.

                                   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 January 13, 1995.
               
          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
Gene H. Bishop                                                   

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

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

/s/ R. W. King                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

<PAGE>
                        INDEX TO EXHIBITS


     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
          for the Company (contained in the opinion filed as
          Exhibit 5 hereto).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15112}]
{"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": "033-57327", "film-number": "95501745"}, "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 January 18, 1995
                                        Reg. No. 33-           

               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.
           1995 SWAPA 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
                          214/904-4363
   (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       18,000,000
$1.00 per share   shares      $18.3125       $329,625,000   $113,663.80
(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 January 11, 1995.

(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.
/TABLE
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 proceed-
ings 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 the
          Company (incorporated by reference to Exhibit 2.1 of the
          Company's Registration Statement on Form S-7 dated
          September 25, 1980 (File No. 2-69141)).

     4.2  Restated Articles of Incorporation of Southwest (incorpo-
          rated by reference to Exhibit 4.1 to Southwest's Regis-
          tration Statement on Form S-3 (File No. 33-52155). 

     4.3  Bylaws of Southwest, as amended February 1994 (incorpo-
          rated 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 registration
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 January 13, 1995.

                                   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 January 13, 1995.
               
          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
Gene H. Bishop                                                   

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

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

/s/ R. W. King                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

     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
          for the Company (contained in the opinion filed as
          Exhibit 5 hereto).