Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

April 2, 2003

AMENDMENT TO 2002 NON-QUALIFIED STOCK OPTION PLAN

Published on April 2, 2003



EXHIBIT 4.3

AMENDMENT NO. 1 TO
2002 CUSTOMER SERVICE/RESERVATIONS
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 2002 Customer
Service/Reservations Non-Qualified Stock Option Plan (the "Plan").

1. The first paragraph of Paragraph 5 of the Plan is hereby amended to
read as follows:

Subject to the provisions of paragraph 12, the number of shares of the
Company's Common Stock subject at any one time to options, plus the
number of such shares then outstanding pursuant to exercises of
options, granted under this Plan, shall not exceed 26,000,000 shares.
If, and to the extent the options granted under this Plan terminate or
expire without having been exercised, new options may be granted with
respect to the shares covered by such terminated or expired options;
provided that the granting and terms of such new options shall in all
respects comply with the provisions of this Plan.

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

EXECUTED effective March 20, 2003.

SOUTHWEST AIRLINES CO.



By: /s/ Deborah Ackerman
--------------------------------------

Its: Vice President and General Counsel
--------------------------------------