ARTICLES OF AMENDMENT

Exhibit 3.1

ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SOUTHWEST AIRLINES CO.



ARTICLE ONE

Southwest Airlines Co. (the "Corporation"), pursuant to the provisions
of Article 4.04 of the Texas Business Corporation Act, hereby adopts these
Articles of Amendment to its Articles of Incorporation.


ARTICLE TWO

ARTICLE FOUR is amended by deleting in its entirety the first
paragraph thereof, and by inserting in lieu thereof the following
paragraph:

The aggregate number of shares which the corporation shall
have authority to issue is Two Billion (2,000,000,000) shares of
Common Stock of the par value of One Dollar ($1.00) each.


ARTICLE THREE

The amendment made by these Articles of Amendment was duly adopted
by the shareholders of the Corporation on May 16, 2001.


ARTICLE FOUR

The number of shares outstanding on the record date for such
shareholders meeting was 760,921,306 and the number of shares entitled to
vote on such amendment was 760,921,306. A total of 610,752,557 shares
were voted for the amendment and 48,303,507 shares were voted against the
amendment.

IN WITNESS THEREOF, the Corporation has caused these Articles of
Amendment to be executed this 21st day of May, 2001.



SOUTHWEST AIRLINES CO.

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