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

January 23, 1997


VIA EDGAR

Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549

Re:  Southwest  Airlines Co. Registration Statement on  Form  S-
     8 with respect to the 1996 Non-Qualified Stock Option Plan
     and the 1996 Incentive Stock Option Plan
     
Ladies and Gentlemen:

      On  behalf  of Southwest Airlines Co., a Texas
corporation (the  "Registrant"), I hereby attach (via EDGAR)
for filing under the  Securities Act of 1933, as amended (the
"Act"),  the  above-described  Registration Statement.  The
filing fee in the  amount of $42,837.12 has been paid.

      The Registrant understands that, pursuant to Rule 456
under the Act, the Registration  Statement  will  become  effective
automatically upon filing.

      Should  you  have any questions with regard to  the
above, please call the undersigned, collect, at the above
number.

Sincerely,



/s/ Deborah Ackerman

Deborah Ackerman








          As filed with the Securities and Exchange Commission
                         on January 23, 1997
                                             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.
                      1996 Non-Qualified Stock Option Plan
                        1996 Incentive 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
<TABLE>
<CAPTION>
<S>               <C>             <C>               <C>         <C>       
                                                    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           6,575,000
$1.00 per share     shares         $21.50           $141,362,500   $42,837.12

</TABLE>

(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 20, 1997.

(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 5.   Interests of Named Experts and Counsel.

      The  validity  of the shares of Common  Stock  offered
hereby  will  be  passed  upon for the  Company  by  Deborah
Ackerman,  Associate General Counsel for the  Company.   Ms.
Ackerman beneficially owns 16,797 shares of common stock  of
the Company.

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  investigative  (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 the Company (incorporated by reference to
          Exhibit 2.1 of the Company'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  3.1  to
          Southwest's Quarterly Report on Form 10-Q for  the
          quarter ended June 30, 1996 (File No. 1-7259)).

          4.3  Bylaws of Southwest, as amended February 1994
          (incorporated by reference to Exhibit 3.2 to South
          west'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
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 January 21, 1997.

                                   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
21, 1997.

          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

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

                                 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).
          
        
          

Exhibit 5

January 23, 1997

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 1996 Non-Qualified
Stock  Option  Plan  and 1996 Incentive  Stock  Option  Plan
(collectively, the "Plans").
      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 Plans 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  Plans,  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


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.
1996 Non-Qualified Stock Option Plan and 1996 Incentive Stock
Option Plan of our report dated January 25, 1996, with respect
to the consolidated financial statements and schedules of
Southwest Airlines Co. included in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.

                                           /s/ ERNST & YOUNG LLP

                                           ERNST & YOUNG LLP

Dallas, Texas
January 21, 1997
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20045}]
{"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": "333-20275", "film-number": "97509753"}, "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"}}
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

January 23, 1997

VIA EDGAR

Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549

Re:  Southwest  Airlines Co. Registration Statement on  Form  S-
     8 with respect to the 1996 Non-Qualified Stock Option Plan
     and the 1996 Incentive Stock Option Plan
     
Ladies and Gentlemen:

      On  behalf  of Southwest Airlines Co., a Texas
corporation (the  "Registrant"), I hereby attach (via EDGAR)
for filing under the  Securities Act of 1933, as amended (the
"Act"),  the  above-described  Registration Statement.  The
filing fee in the  amount of $42,837.12 has been paid.

      The Registrant understands that, pursuant to Rule 456
under the Act, the Registration  Statement  will  become  effective
automatically upon filing.

      Should  you  have any questions with regard to  the
above, please call the undersigned, collect, at the above
number.

Sincerely,

/s/ Deborah Ackerman

Deborah Ackerman

          As filed with the Securities and Exchange Commission
                         on January 23, 1997
                                             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.
                      1996 Non-Qualified Stock Option Plan
                        1996 Incentive 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           6,575,000
$1.00 per share     shares         $21.50           $141,362,500   $42,837.12
(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 20, 1997.

(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 5.   Interests of Named Experts and Counsel.

      The  validity  of the shares of Common  Stock  offered
hereby  will  be  passed  upon for the  Company  by  Deborah
Ackerman,  Associate General Counsel for the  Company.   Ms.
Ackerman beneficially owns 16,797 shares of common stock  of
the Company.

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  investigative  (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 the Company (incorporated by reference to
          Exhibit 2.1 of the Company'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  3.1  to
          Southwest's Quarterly Report on Form 10-Q for  the
          quarter ended June 30, 1996 (File No. 1-7259)).

          4.3  Bylaws of Southwest, as amended February 1994
          (incorporated by reference to Exhibit 3.2 to South
          west'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
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 January 21, 1997.

                                   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
21, 1997.

          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

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

                                 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).
          
        
          

Exhibit 5

January 23, 1997

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 1996 Non-Qualified
Stock  Option  Plan  and 1996 Incentive  Stock  Option  Plan
(collectively, the "Plans").
      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 Plans 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  Plans,  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

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.
1996 Non-Qualified Stock Option Plan and 1996 Incentive Stock
Option Plan of our report dated January 25, 1996, with respect
to the consolidated financial statements and schedules of
Southwest Airlines Co. included in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.

                                           /s/ ERNST & YOUNG LLP

                                           ERNST & YOUNG LLP

Dallas, Texas
January 21, 1997