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 the deletion in its entirety of 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 Six Hundred Eighty
Million (680,000,000) shares of Common Stock of the
par value of One Dollar ($1) each.

ARTICLE THREE

The amendment made by these Articles of Amendment was duly adopted by
the shareholders of the Corporation on May 16, 1996.

ARTICLE FOUR

The number os shares outstanding on the record date for such shareholders
meeting was 144,547,692 and the number of shares entitled to vote on such
amendment as 144,547,692. 113,039,223 shares were voted for the amendment
and 7,904,058 shares were voted against the amendment.

IN WITNESS THEREOF, the Corporation has caused these Articles of
Amendment to be executed this 16 day of May, 1996.

SOUTHWEST AIRLINES CO.

by: /s/ Gary C. Kelly
Gary C. Kelly
Vice President and
Cheif Financial Officer