EXHIBIT 10.6

Exhibit 10.5

AMENDMENT NO. 1 TO
2000 STOCK CLERKS 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 Stock Clerks
Non-Qualified Stock Option Plan (the "Plan") effective June 25, 2003.

1. The first sentence of Paragraph 6 is hereby amended to change the
date therein from August 16, 2008 to August 16, 2010.

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

"(1) August 16, 2008, 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 August 16, 2010.

3. 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.".

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