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<SEC-DOCUMENT>0000092380-00-500010.txt : 20001222
<SEC-HEADER>0000092380-00-500010.hdr.sgml : 20001222
ACCESSION NUMBER:		0000092380-00-500010
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20001221
EFFECTIVENESS DATE:		20001221

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHWEST AIRLINES CO
		CENTRAL INDEX KEY:			0000092380
		STANDARD INDUSTRIAL CLASSIFICATION:	AIR TRANSPORTATION, SCHEDULED [4512]
		IRS NUMBER:				741563240
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-52390
		FILM NUMBER:		792976

	BUSINESS ADDRESS:	
		STREET 1:		2702 LOVE FIELD DR
		STREET 2:		P O BOX 36611
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75235
		BUSINESS PHONE:		2147924000

	MAIL ADDRESS:	
		STREET 1:		PO BOX 36611
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75235-1611

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AIR SOUTHWEST CO
		DATE OF NAME CHANGE:	19760108
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s82000sclerkplan.txt
<DESCRIPTION>FORM S-8
<TEXT>

           As filed with the Securities and Exchange Commission
                           on December 21, 2000

                                                  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.
            2000 Stock Clerks Non-Qualified Stock Option Plan
                         (Full title of the plan)

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

                                 Copy to:

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


                      CALCULATION OF REGISTRATION FEE
                                                   Proposed
                                  Proposed         maximum      Amount
Title of                          maximum          aggregate    of
securities to     Amount to be    offering price   offering     registration
be registered     registered (2)  per share (1)    price(1)     fee

Common Stock
par value         1,250,000
$1.00 per share   shares           $30.84          $38,550,000   $10,177.20



(1) Estimated solely for the purpose of calculating the registration fee
which, pursuant to Rules 457(c) and 457(h), is based on the average of the
high and low price for the Common Stock on the New York Stock Exchange on
December 18, 2000.

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


                                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 Sections 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 Common Stock registered hereunder has been passed
upon for the Company by Deborah Ackerman, Associate General Counsel and
Assistant Secretary.  Ms. Ackerman beneficially owns 124,808 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  Southwest Airlines Co. 2000 Stock Clerks Non-Qualified Stock
              Option Plan.

         4.2  Specimen certificate representing Common Stock of the
              Company (incorporated by reference to Exhibit 4.2 to the
              Company's Annual Report on Form 10-K for the year ended
              December 31, 1994 (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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which is registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective 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 December 20,
2000.


                                         SOUTHWEST AIRLINES CO.


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

     Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on December 20, 2000.

      Signature                                  Capacity

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

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

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

/s/ Gene H. Bishop                    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/ June M. Morris                    Director
- -------------------------
June M. Morris

/s/ Webb Crockett                     Director
- -------------------------
Webb Crockett

/s/ William H. Cunningham             Director
- -------------------------
William H. Cunningham



                        INDEX TO EXHIBITS


     4.1  Southwest Airlines Co. 2000 Stock Clerks Non-Qualified Stock
          Option Plan.

     4.2  Specimen certificate representing Common Stock of the
          Company (incorporated by reference to Exhibit 4.2 to the
          Company's Annual Report on Form 10-K for the year ended
          December 31, 1994 (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).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>sclerkplan.txt
<DESCRIPTION>OPTION PLAN
<TEXT>

                                                           Exhibit 4.1

                       SOUTHWEST AIRLINES CO.

                  2000 STOCK CLERKS NON-QUALIFIED
                         STOCK OPTION PLAN


     SOUTHWEST AIRLINES CO., a Texas corporation (the "Company"), hereby
formulates and adopts the following 2000 Stock Clerks Non-Qualified Stock
Option Plan (the "Plan).

1. Purpose.  This Plan is adopted pursuant to the Collective Bargaining
Agreement (the "Agreement") between the Company and the International
Brotherhood of Teamsters - Airline Division for Stock Clerks of Southwest
Airlines Co. (the "IBT") ratified on November 17, 2000.

2. Administration.  This Plan shall be administered by an Administrative
Committee (the "Committee") consisting of not more than five (5) persons
designated from time to time by the Chief Executive Officer of the Company,
including as one of its members a representative of the IBT.  Members of
the Committee may be removed or replaced at any time by the Chief
Executive Officer of the Company.  The Administrative Committee shall select
one of its members as Chairman and shall adopt such rules and regulations as
it shall deem appropriate concerning the holding of its meetings, the
transaction of its business and the administration of this Plan.  A
majority of the whole Committee shall constitute a quorum, and the act of a
majority of the members of the Committee present at a meeting at which a
quorum is present shall be the act of the Committee; any decision or
determination reduced to writing and signed by a majority of the members of
the Administrative Committee shall be fully as effective as if made by a
majority vote at a meeting duly called and held.

3.   Grant of Options; Persons Eligible.

     (a)  Persons Eligible.  The Stock Option Committee of the Board of
Directors of the Company, or such other committee as may be appointed by
the Board, shall have the authority and responsibility, within the
limitations of this Plan, to grant options from time to time to persons
employed as Stock Clerks by the Company pursuant to the Agreement and as
set forth in the schedule attached as Exhibit A and made a part hereof.
Only persons who are employed as fulltime Stock Clerks of SWA on the date
of the grant may be granted options under this Plan; under no
circumstances shall executive officers of the Company be eligible to
receive options hereunder.


     (b)  Grant Price.  Initial Grants (as defined in Exhibit A) shall be
granted at an exercise price of $29.72 per share; thereafter, Options shall
be granted at an exercise price equal to the fair market value of the
Common Stock of the Company on the date of the grant of the option plus
five percent (5%).

     (c)  Southwest Airlines Employees Becoming Stock Clerks.  Except as
provided in subparagraph (e) below, Southwest Airlines Employees who enter
the Stock Clerks work force without a break in company service and who are
participants in another stock option plan (an "existing plan") will either
retain stock option grants established in accordance with such existing
plan (if permitted by such other plan), or will receive grants in accordance
with this Plan, whichever is chosen by the Employee involved, but the
Employee shall not hold grants under both plans simultaneously.  The
Employee must make the election prior to the scheduled grant date for
options under this Plan.  If the Employee does not make a timely election,
options previously granted will remain in effect, and no grant will be made
under this Plan.  Exercise of options will be done in accordance with the
Plan under which they were awarded.  At such time as the Employee no longer
holds any vested or unvested options under the other existing plan, the
Employee will receive an initial grant under this Plan on the next scheduled
grant date.  The total grant shall be based on the Employee's years of
service as of the grant date, and shall be equal to the number of shares
which have not vested prior to the grant date for that step level, according
to Exhibit A.

     (d) Stock Clerks Transferring to Another Work Group. Except as
Provided in subparagraph (e) below, if a Southwest Airlines Stock Clerk
transfers to another work group, any unvested portion of any option granted
in accordance with this Plan, shall automatically and without notice
terminate and become null and void as of the first day such Optionee is on
the payroll for such position.  Any vested and unexercised portion of any
such option shall remain exercisable under this Plan.

     (e) Employees Transferring between Groups Represented by the
International Brotherhood of Teamsters.  Southwest Airlines Stock Clerks
who transfer between work groups represented by the International Brotherhood
of Teamsters and which are each covered by an existing stock option plan will
either retain stock option grants established in accordance with their
original plan or will receive grants in accordance with the plan for their
new group, whichever is chosen by the Employee involved, but the Employee
shall not hold grants under both plans simultaneously; provided however, that
if the Employee chooses to retain his grants under his original plan, and the
stock option plan for the group into which he is moving would provide
additional options (in the Total Grant) at his entry, he may choose to retain
his grants under his original plan, and, in addition, receive a supplemental
grant under the other plan in an amount equal to the difference between those
available under the other plan, and the amount he has already received under
his original plan.


     The Employee must make the election under this paragraph prior to the
next scheduled grant date for options under the stock option plan for the
group into which the Employee is moving.  If the Employee does not make a
timely election, options previously granted under the Employee's original
plan will remain in effect and, if appropriate, an incremental grant will
be made under the other stock option plan.

4.   Definitions.  An Employee receiving any option under this Plan is
hereinafter referred to as an "Optionee."  Any reference herein to the
employment of an Optionee with the Company shall include only employment
with the Company.  The fair market value of the Common Stock on any day shall
be the mean between the highest and lowest quoted selling prices of the
Common Stock on such day as reported by the primary national stock exchange
on which such stock is listed.  If no sale shall have been made on that day,
or if the Common Stock is not listed on a national exchange at that time,
fair market value will be determined on the most recent business day on
which the stock was traded, unless otherwise determined by the Committee.

5.   Stock Subject to Options.  Subject to the provisions of paragraph 12,
the number of shares of the Company's Common Stock subject at any one time
to options, plus the number of such shares then outstanding pursuant to
exercises of options, granted under this Plan, shall not exceed 1,250,000
shares.  If, and to the extent the options granted under this Plan terminate
or expire without having been exercised, new options may be granted with
respect to the shares covered by such terminated or expired options;
provided that the granting and terms of such new options shall in all
respects comply with the provisions of this Plan.

     Shares sold or distributed upon the exercise of any option granted
Under this Plan may be shares of the Company's authorized and unissued
Common Stock, shares of the Company's issued Common Stock held in the
Company's treasury, or both.

     There shall be reserved at all times for sale or distribution under
This Plan a number of shares of Common Stock (either authorized and unissued
Shares or shares held in the Company's treasury, or both) equal to the
maximum number of shares which may be purchased or distributed upon the
exercise of options granted under this Plan.

     Exercise of an Option in any manner shall result in a decrease in the
number of shares of Common Stock which may thereafter be available, both for
purposes of this Plan and for sale to any one individual, by the number of
shares as to which the Option is exercised.

6. Expiration and Termination of the Plan.  This Plan will expire on
August 16, 2008.


     No modification, extension, renewal or other change in any option
granted under this Plan shall be made after the grant of such option unless
the same is consistent with the provisions of this Plan.

7.   Exercisability and Duration of Options.

     (a) Exercisability.  Options granted under this Plan shall become
exercisable pursuant to the vesting schedule and requirements set forth in
Exhibit A attached hereto.

     (b) Duration.  The unexercised portion of any option granted under this
Plan shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:

          (1)  August 16, 2008;

          (2) The expiration of three months from the date of termination of
the Optionee's employment with the Company (unless such termination was as
a result of the circumstances set forth in subparagraph (3) below);
provided that if the Optionee shall die during such 3-month period the
provisions of subparagraph (3) below shall apply; or

          (3) The expiration of 12 months from the Optionee's death if such
death occurs during his employment with the Company.

     In the case of subparagraphs (2) and (3) above, the Optionee shall
have the right to exercise any Option prior to such expiration to the extent
it was exercisable at the date of such termination of employment and shall
not have been exercised.

8.   Exercise of Options.

     (a) Procedure.  The options granted herein shall be exercised by the
Optionee (or by the person who acquires such options by will or the laws of
descent and distribution or otherwise by reason of the death of the Optionee)
as to all or part of the shares covered by the option (but in no event less
than 100 shares, unless such exercise is for all remaining shares) by giving
written notice of the exercise thereof (the "Notice") to the Company.  From
time to time the Committee may establish procedures relating to effecting
such exercises.  No fractional shares shall be issued as a result of
exercising an Option.


     (b) Payment.  In the Notice, the Optionee shall elect whether he or she
is to pay for his or her shares in cash or in Common Stock of the Company,
or both.  If payment is to be made in cash, the Optionee shall deliver to
the Company a cashier's check or electronic funds transfer in the amount of
the exercise price on or before the exercise date.  If payment is to be made
in Common Stock, (a) it shall be valued at its fair market value on the date
of such notice, as determined pursuant to Paragraph 4 hereof; (b) such
Common Stock must have been owned by the Optionee for at least six months
prior to the exercise date; and (c) the Notice shall be accompanied by a
certificate for at least the number of shares of Common Stock to be used as
payment.

     (c) Irrevocable Election.  The giving of such written notice to the
Company shall constitute an irrevocable election to purchase the number
Of shares specified in the notice on the date specified in the notice.

     (d)  Withholding Taxes.  To the extent that the exercise of any Option
granted pursuant to this Plan or the disposition of shares of Common Stock
acquired by exercise of an Option results in compensation income to the
Optionee for federal or state income tax purposes, the Optionee shall
deliver to the Company at the time of such exercise or disposition such
amount of money as the Company may require to meet its obligation under
applicable tax laws or regulations, and, if the Optionee fails to do so,
the Company is authorized to (a) withhold delivery of certificates upon
exercise and (b) withhold from remuneration then or thereafter payable to
Optionee any tax required to be withheld by reason of such resulting
compensation income.

     (e) Delivery of Shares.  The Company shall cause shares to be delivered
to the Optionee (or the person exercising the Optionee's options in the
event of death) as soon as practicable after the exercise date.

9. Nontransferability of Options.  No option granted under this Plan or
any right evidenced thereby shall be transferable by the Optionee other
than by will or the laws of descent and distribution.  During the lifetime
of an Optionee, only the Optionee (or his or her guardian or legal
representative) may exercise his or her options.

     In the event of the Optionee's death during his or her employment
with the Company or during the three-month period following the date of
termination of such employment, the Optionee's options shall thereafter be
exercisable, as provided in paragraph 7(b), by his or her executor or
administrator, or by the person who acquires such options by will or the
laws of descent and distribution or otherwise by reason of the death of the
Optionee.

10. Rights of Optionee.  Neither the Optionee nor his or her executors,
administrators, or legal representatives shall have any of the rights of a
shareholder of the Company with respect to the shares subject to an option
granted under this Plan until certificates for such shares shall have been
issued upon the exercise of such option.


11. Right to Terminate Employment.  Nothing in this Plan or in any option
granted under this Plan shall confer upon any Optionee the right to continue
in the employment of the Company or affect the right of the Company or any of
its subsidiaries to terminate the Optionee's employment at any time; subject,
however, to the provisions of the Agreement.


12.  Adjustment Upon Changes in Capitalization, Etc.

     (a) The existence of the Plan and the options granted hereunder shall
not affect in any way the right or power of the Board of Directors or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any
issue of debt or equity securities ahead of or affecting Common Stock or
the rights thereof, the dissolution or liquidation of the Company or any
sale, lease, exchange or other disposition of all or any part of its assets
or business or any other corporate act or proceeding.

     (b) The shares with respect to which options may be granted are shares
of Common Stock as presently constituted, but if, and whenever, prior to
the expiration of an option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Common Stock or the payment of a
stock dividend on Common Stock without receipt of consideration by the
Company, the number of shares of Common Stock with respect to which such
option may thereafter be exercised (i) in the event of an increase in the
number of outstanding shares shall be proportionately increased, and the
purchase price per share shall be proportionately reduced, and (ii) in the
event of a reduction in the number of outstanding shares shall be
proportionately reduced, and the purchase price per share shall be
proportionately increased; likewise, the number of shares to be granted
pursuant to the schedule set forth in Exhibit A shall be appropriately
adjusted.  In the event of any such change in the outstanding Common Stock,
the aggregate number of shares available under the Plan shall be
appropriately adjusted by the Board of Directors of the Company, whose
determination shall be conclusive.

     (c) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an option theretofore granted
the Optionee shall be entitled to purchase under such option, in lieu of
the number of shares of Common Stock as to which such option shall then be
exercisable, the number and class of shares of stock and securities to which
the Optionee would have been entitled pursuant to the terms of the
recapitalization if, immediately prior to such recapitalization, the
Optionee had been the holder of record of the number of shares of Common
Stock as to which such option is hen exercisable.  If the Company shall not
be the surviving entity in any merger or consolidation (or survives only as
a subsidiary of an entity other than a previously wholly-owned subsidiary of
the Company) or if the Company is to be dissolved or liquidated, then unless
a surviving corporation assumes or substitutes new options for Options then
outstanding hereunder (i) the time at which such Options may be exercised
shall be accelerated and such Options shall become exercisable in full on or
before a date fixed by the Company prior to the effective date of such merger
or consolidation or such dissolution or liquidation, and (ii) upon such
effective date Options shall expire.

     (d) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares
of stock of any class, property, labor or services, upon direct sale, upon
the exercise of rights or warrants to subscribe therefor, or upon conversion
of shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number
of shares of Common Stock subject to options theretofore granted or to be
granted or the purchase price per share.

13.  Purchase for Investment and Legality.  The Optionee, by acceptance of
any option granted under this Plan, shall represent and warrant to the
Company that the purchase or receipt of shares of Common Stock upon the
exercise thereof shall be for investment and not with a view to distribution,
provided that such representation and warranty shall be inoperative if, in
the opinion of counsel to the Company, a proposed sale or distribution of
such shares is pursuant to an applicable effective registration statement
under the Securities Act of 1933 or is, without such representation and
warranty, exempt from registration under such Act.  The Company shall file a
Registration Statement on Form S-8 pursuant to the Securities Act of 1933,
as amended, covering the shares to be offered pursuant to the Plan and will
use its best efforts to maintain such registration at all times necessary to
permit holders of options to exercise them.

     The obligation of the Company to issue shares upon the exercise of an
option shall also be subject as conditions precedent to compliance with
applicable provisions of the Securities Act of 1933, the Securities Exchange
Act of 1934, state securities laws, rules and regulations under any of the
foregoing and applicable requirements of any securities exchange upon which
the Company's securities shall be listed.

     The Company may endorse an appropriate legend referring to the
Foregoing restrictions upon the certificate or certificates representing any
shares issued or transferred to the Optionee upon the exercise of any option
granted under this Plan.

14. Effective Date of Plan.  This Plan shall become effective on the latter
Of the following to occur: (a) its adoption by the Board of Directors of the
Company and (b) ratification of the Agreement by the IBT membership.

                              EXHIBIT A


Initial Grants

     On the Effective Date of the Agreement, options will be granted to
persons employed as Stock Clerks by the Company according to the following
schedule.  Initial Grants are based on the Stock Clerk's years of service
for pay purposes as of the Effective Date of the Agreement. Options will
vest annually on August 16 of subsequent years.



STOCK OPTION VESTING SCHEDULE

 Year of                                           August 16,
 Service                Effective
  as of       TOTAL   Date of Plan   2001  2001  2003  2004  2005  2006  2007
 Effective    GRANT      Date of
Date of Plan          Ratification

   1st         5,650       550        600   650   700   750   800   800   800
   2nd         5,900       600        650   700   750   800   800   800   800
   3rd         6,100       650        700   750   800   800   800   800   800
   4th         6,250       700        750   800   800   800   800   800   800
   5th         6,350       750        800   800   800   800   800   800   800
Thereafter     6,400       800        800   800   800   800   800   800   800

Subsequent Grants

     On August 16 of each year, commencing August 16, 2001, through August 16,
2007, options will be granted to persons employed as Stock Clerks by the
Company who have completed probation during the previous 12 months (except
those receiving an Initial Grant on November 17, 2000).  Options will vest
annually on the anniversary of the Grant Date as follows:


Grant     STOCK OPTION VESTING SCHEDULE
Date

8/16   8/16/01  8/16/02  8/16/03  8/16/04  8/16/05  8/16/06  8/16/07  TOTAL
                                                                      GRANT

2001     550      600      650      700      750      800      800    4,850
2002       0      550      600      650      700      750      800    4,050
2003       0        0      550      600      650      700      700    3,250
2004       0        0        0      550      600      650      700    2,500
2005       0        0        0        0      550      600      650    1,800
2006       0        0        0        0        0      550      600    1,150
2007       0        0        0        0        0        0      550      550


Vesting Requirements

     Options will vest on the applicable vesting date under the following
circumstances, and no other:

     (a) For Optionees who are Employees of the Company on paid status and
on the Stock Clerk seniority list as of the applicable vesting date; and

     (b) For Optionees who are Employees of the Company on unpaid status and
on the Stock Clerk seniority list as of the applicable vesting date (e.g.,
medical leave, military leave, union leave, maternity leave etc.) who accrue
hours of service during the calendar year prior to the year in which the
vesting date occurs sufficient to qualify for a profitsharing contribution
under the Company's Profitsharing Plan for such calendar year.  By way of
example, if an Optionee is on unpaid medical leave on August 16, 2001, but
during calendar year 2000 accrues sufficient hours of service to qualify for
a profitsharing contribution for 2000, such Optionee's options will vest on
August 16, 2001, as if that Optionee had been on paid status as of August 16,
2001.

Provided, however, that options may vest for former Stock Clerks meeting the
requirements set forth above (except the requirement for being on the
seniority list), plus those set forth in paragraph 3(e) of the Plan.

2000 STOCK CLERKS NON-QUALIFIED STOCK OPTION PLAN

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>s8exhibit5opinionsclerk.txt
<DESCRIPTION>OPINION OF DEBORAH ACKERMAN
<TEXT>

                                                                Exhibit 5

                                                   SOUTHWEST AIRLINES CO.

                                                   Deborah Ackerman
                                                   Associate General Counsel

                                                   P.O. Box 36611
                                                   Dallas, Texas  75235-1611
                                                   (214) 792-4665
                                                   Facsimile:  (214) 792-6200

December 21, 2000

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

Dear Sirs:

     I have represented Southwest Airlines Co., a Texas corporation
(the "Company"), in connection with the registration with the
Securities and Exchange Commission under the Securities Act of 1933
of the shares of the common stock, $1 par value of the Company
("Common Stock") to be issued by the Company from time to time upon
the exercise of stock options pursuant to the Southwest Airlines Co.
2000 Stock Clerks Non-Qualified Stock Option Plan (the "Plan").

     In this connection, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such
documents, corporate and other records, certificates and other
papers as I deemed it necessary to examine for the purpose of this
opinion, including the Registration Statement of the Company for the
registration of the Common Stock to be issued pursuant to the Plan
on Form S-8 under the Securities Act of 1933 (the "Registration
Statement").

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

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

Sincerely,

/s/ Deborah Ackerman

Deborah Ackerman

DA:lss

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>s8consentstockclerkplan.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>


                                                                Exhibit 23.1

                        [LETTERHEAD OF ERNST & YOUNG]

                       CONSENT OF INDEPENDENT AUDITORS

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




                                         /S/ ERNST & YOUNG LLP

                                         ERNST & YOUNG LLP


December 18, 2000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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