As filed with the Securities and Exchange Commission
                      on October 19, 1999
                                        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.
        1999 Employee Perfect Attendance Challenge 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          18,000
$1.00 per share    shares        $16.97           $305,460      $84.92



(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 October 14, 1999.

(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));
          Amendment  to  Restated Articles  of  Incorporation  of
          Southwest (incorporated by reference to Exhibit 4.2  to
          Form S-8 (file no. 333-82735).

     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   Mark  D.  Chambers,  Jr.,  Attorney   of
          Southwest, re legality of securities being registered.

     23.1 Consent of Ernst & Young LLP, independent auditors.

     23.2 Consent of Mark D. Chambers, Jr., Attorney 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 16, 1999.

                                   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  16,
1999.

          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

                              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));
          Amendment  to  Restated Articles  of  Incorporation  of
          Southwest (incorporated by reference to Exhibit 4.2  to
          Form S-8 (file no. 333-82735).

     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   Mark  D.  Chambers,  Jr.,  Attorney   of
          Southwest, re legality of securities being registered.

     23.1 Consent of Ernst & Young LLP, independent auditors.

     23.2 Consent of Mark D. Chambers, Jr., Attorney of Southwest
          (contained in the opinion filed as Exhibit 5 hereto).


Exhibit  5                               SOUTHWEST  AIRLINES CO.

                                           Mark   D.  Chambers, Jr.
                                           Attorney

                                           P.O. Box 36611
                                           Dallas, Texas 75235-1611
                                           (214) 792-6143
                                           Facsimile:(214) 792-6200
                                           E-Mail:mark.chambers@wnco.com





     October 13, 1999



     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  pursuant
     to  the  Company's  1999  Employee  Perfect  Attendance
     Challenge 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/ Mark D. Chambers, Jr.

     Mark D. Chambers, Jr.

     MDC:lss



                                                     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.
1999 Employee Perfect Attendance Challenge Plan of our report
dated January 20, 1999 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, 1998 filed
with the Securities and Exchange Commission.

                                   /s/ Ernst & Young, LLP

                                   ERNST & YOUNG LLP


Dallas, Texas
October 15, 1999
[{"type": "S-8", "sequence": "1", "description": "S8", "secsgml_size_bytes": 20362}]
{"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": "333-89303", "film-number": "99730774"}, "business-address": {"street1": "2702 LOVE FIELD DR", "street2": "P O BOX 36611", "city": "DALLAS", "state": "TX", "zip": "75235", "phone": "2147924000"}, "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 October 19, 1999
                                        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.
        1999 Employee Perfect Attendance Challenge 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          18,000
$1.00 per share    shares        $16.97           $305,460      $84.92

(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 October 14, 1999.

(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));
          Amendment  to  Restated Articles  of  Incorporation  of
          Southwest (incorporated by reference to Exhibit 4.2  to
          Form S-8 (file no. 333-82735).

     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   Mark  D.  Chambers,  Jr.,  Attorney   of
          Southwest, re legality of securities being registered.

     23.1 Consent of Ernst & Young LLP, independent auditors.

     23.2 Consent of Mark D. Chambers, Jr., Attorney 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 16, 1999.

                                   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  16,
1999.

          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

                              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));
          Amendment  to  Restated Articles  of  Incorporation  of
          Southwest (incorporated by reference to Exhibit 4.2  to
          Form S-8 (file no. 333-82735).

     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   Mark  D.  Chambers,  Jr.,  Attorney   of
          Southwest, re legality of securities being registered.

     23.1 Consent of Ernst & Young LLP, independent auditors.

     23.2 Consent of Mark D. Chambers, Jr., Attorney of Southwest
          (contained in the opinion filed as Exhibit 5 hereto).

Exhibit  5                               SOUTHWEST  AIRLINES CO.

                                           Mark   D.  Chambers, Jr.
                                           Attorney

                                           P.O. Box 36611
                                           Dallas, Texas 75235-1611
                                           (214) 792-6143
                                           Facsimile:(214) 792-6200
                                           E-Mail:mark.chambers@wnco.com

     October 13, 1999

     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  pursuant
     to  the  Company's  1999  Employee  Perfect  Attendance
     Challenge 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/ Mark D. Chambers, Jr.

     Mark D. Chambers, Jr.

     MDC:lss

                                                     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.
1999 Employee Perfect Attendance Challenge Plan of our report
dated January 20, 1999 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, 1998 filed
with the Securities and Exchange Commission.

                                   /s/ Ernst & Young, LLP

                                   ERNST & YOUNG LLP

Dallas, Texas
October 15, 1999