POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
Southwest Airlines Co.
(Exact name of registrant as specified in its charter)



Texas 74-1563240
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

2702 Love Field Drive Gary C. Kelly
P.O. Box 36611 Vice President-Finance and
Dallas, Texas 75235-161 Chief Financial Officer
(214) 792-4000 Southwest Airlines Co.
2702 Love Field Drive
(Address, including zip code and P.O. Box 36611
telephone number, including Dallas, Texas 75235-1611
area code, of registrant's (214) 792-4363
principal executive offices)
(Name, address, including zip
code and telephone number,
including area code, of agent
for service)

Copies to:
Deborah Ackerman
Associate General Counsel
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611
214/792-4665



This Post-Effective Amendment is being filed for the purpose of removing
from registration all remaining shares of registrant's Common Stock which
were not sold pursuant to Registration Statement No. 33-52155 prior to March
15, 1997.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Dallas, State of Texas on March 17, 1997.

SOUTHWEST AIRLINES CO.


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

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 17, 1997.

Signature Capacity

* Chairman of the Board of Directors,
Herbert D. Kelleher President and Chief Executive Officer

Vice President-Finance
/s/ Gary C. Kelly (Chief Financial and Accounting
Gary C. Kelly Officer)

* Director
Samuel E. Barshop

* Director
Gene H. Bishop

* Director
William P. Hobby

* Director
Travis C. Johnson

* Director
R. W. King

Director
C. Webb Crockett

* Director
Walter M. Mischer, Sr.

Director
June M. Morris

*By: /s/ Gary C. Kelly
Gary C. Kelly
Attorney-in-Fact