OPINION OF POTTER, ANDERSON & CORROON

[POTTER ANDERSON & CORROON LETTERHEAD]

Exhibit 5.3

May 3, 1995




Southwest Airlines Co.
P.O. Box 36611
Dallas, Texas 75235

Re: Southwest Airlines Co. --
Pass Through Certificates, Shelf Registration

Ladies and Gentlemen:

We have acted as special counsel for Wilmington Trust Company, a
Delaware banking corporation ("Wilmington Trust"), in its individual capacity
and as Trustee (the "Trustee"), under a Pass Through Trust Agreement, dated as
of February 1, 1993 (the "Agreement"), between Southwest Airlines Co., a Texas
corporation ("Southwest"), and the Trustee. The Trustee will issue Pass
Through Certificates pursuant to the Agreement in one or more series in an
aggregate principal amount of up to $400,000,000 (the "Pass Through
Certificates"), to be registered with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "1933 Act"), by a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission on or about the date hereof (the "Registration Statement").

As such counsel, we have participated in the preparation of the Pass
Through Certificates, the Agreement, the discussion in the Prospectus for the
Pass Through Certificates (the "Prospectus") constituting part of the
Registration Statement entitled "Certain Delaware Taxes," and other agreements
and documents relating to the transactions therein contemplated, and we have
examined and relied upon originals, or copies certified or otherwise identified
to our satisfaction, of such documents, corporate records and other instruments
as we have deemed necessary or advisable for the purposes of this opinion.
Southwest Airlines Co.
May __, 1995
Page 2




The opinions set forth herein are based on and limited to the Federal
laws of the United States of America governing the banking and trust powers of
Wilmington Trust and the laws of the State of Delaware. Insofar as the matters
referred to herein relate to the laws of the State of New York, we have assumed
that the laws of the State of New York are in all material respects identical
to the laws of the State of Delaware (as to which we express no opinion).

Based on the foregoing, we are of the opinion that:

1. The execution, authentication, issuance and delivery by the
Trustee of the Pass Through Certificates and the Agreement have been duly
authorized by the Trustee.

2. With respect to the Pass Through Certificates of each series,
when (a) the Trust Supplement establishing the terms of the Pass Through
Certificates of such series and forming the related Trust shall have been duly
authorized, executed and delivered by Southwest and the Trustee in accordance
with the terms and conditions of the Agreement, and (b) the Pass Through
Certificates of such series shall have been duly executed, authenticated,
issued and delivered by the Trustee and sold as contemplated by each of the
Registration Statement, the Prospectus, the supplement or supplements to the
Prospectus relating to the Pass Through Certificates of such series, the
Agreement and the related Trust Supplement, assuming the due authorization,
execution and delivery of the Agreement by Southwest and the Trustee and that
the terms of the Pass Through Certificates of such series are in compliance
with then applicable law, (i) the Agreement, as supplemented by the Trust
Supplement, will constitute a valid and binding obligation of the Trustee
enforceable against the Trustee in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting enforcement of creditors' rights generally and by general
principles of equity, and (ii) the Pass Through Certificates of such series
will be validly issued and will be entitled to the benefits of the Agreement
and the related Trust Supplement.
Southwest Airlines Co.
May __, 1995
Page 3




3. The discussion in the Prospectus contained in the Registration
Statement entitled "Certain Delaware Taxes," insofar as it relates to
statements of law or legal conclusions in the first two sentences thereof, is
correct in all material respects.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the second sentence of the
first paragraph under the caption "Certain Delaware Taxes" in the Prospectus
contained in the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the 1933 Act or the Rules and Regulations of the Securities
and Exchange Commission.

Very truly yours,




/s/ Potter Anderson & Corroon