Form: 8-A12B

Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

April 1, 2004

8-A12B: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

Published on April 1, 2004


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-A
AMENDMENT NO. 3
(File No. 1-7259)


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

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SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)


TEXAS 74-1563240
(State of Incorporation or organization) (I.R.S. Employer
Identification Number)


P.O. BOX 36611
DALLAS, TEXAS 75235-1611
(Address of principal executive offices) (Zip code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered

COMMON SHARE RIGHTS NEW YORK STOCK EXCHANGE

If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c),check the following box. [X ]

If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.[ ]


Securities to be registered pursuant to Section 12(g) of the Act: NONE








On or about March 18, 2004, the Board of Directors of the Company approved
an Amendment No. 2 (the "Amendment") to its Amended and Restated Rights
Agreement dated as of July 18, 1996 (the "Rights Agreement"). The Board amended
the Rights Agreement to accelerate the Final Expiration Date (as defined in the
Rights Agreement). This Amendment No. 3 to Form 8-A is filed to reflect such
Amendment.

Item 2. Exhibit.

1. Amendment No. 2 to the Amended and Restated Rights Agreement dated as of
March 29, 2004.


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


SOUTHWEST AIRLINES CO.


Date: March 31, 2004 By: /s/ Gary C. Kelly
Gary C. Kelly
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)




























EXHIBIT INDEX


EXHIBIT
NUMBER DESCRIPTION


1. Amendment No. 2 to the Amended and Restated Rights Agreement dated
as of March 29, 2004.