EXHIBIT 10.5

Exhibit 10.4

AMENDMENT NO. 1 TO
2000 AIRCRAFT APPEARANCE TECHNICIANS
NON-QUALIFIED STOCK OPTION PLAN

SOUTHWEST AIRLINES CO., a Texas corporation (the "Company"), hereby
formulates and adopts this Amendment No. 1 to the Company's 2000 Aircraft
Appearance Technicians Non-Qualified Stock Option Plan (the "Plan") effective
June 25, 2003.

1. The Plan is hereby amended to increase the number of shares of
the Company's Common Stock issuable thereunder by 300,000 shares, subject to
the provisions of paragraph 12 of the Plan.

2. The first sentence of Paragraph 6 is hereby amended to change the
date therein from February 16, 2009 to February 16, 2011.

3. Clause (b)(1) of Paragraph 7 is hereby amended to read as
follows:

"(1) February 16, 2009, or, with respect to options granted
pursuant to paragraph 3(f), such date as may be designated by the
Compensation Committee of the Board of Directors of the Company,
or such other committee as may be appointed by the Board, but not
later than February 16, 2011."

4. Paragraph 3 is hereby amended to add a new subparagraph (f) to
read as follows:

"(f) In addition to the grants currently described in Exhibit A,
the Compensation Committee of the Board of Directors of the
Company, or such other committee as may be appointed by the
Board, may grant options from time to time to persons eligible to
receive options under the Plan in such Committee's discretion or
as agreed to between the Company and the collective bargaining
representative of the eligible employees."

5. Except as expressly amended hereby, the Plan shall remain in full
force and effect.