TAX OPINION OF VINSON & ELKINS L.L.P.

Exhibit 8



[VINSON & ELKINS LETTERHEAD]


May 1, 1995

Southwest Airlines Co.
2702 Love Field Drive
Post Office Box 36611
Dallas, Texas 75235-1611

Gentlemen:

You have requested our opinion as to the discussion of the material
federal income tax consequences of the purchase, ownership and disposition of
the Pass-Through Certificates offered for sale pursuant to the Prospectus
related to the Certificates forming a part of the Company's Registration
Statement on Form S-3 filed with the Securities and Exchange Commission (the
"Prospectus"). Capitalized terms used but not defined herein have the meanings
specified in the Prospectus.

We have reviewed the discussion set forth in the Prospectus under the
heading "Certain Federal Income Tax Consequences," and in our opinion the
discussion and the legal conclusions set forth therein are accurate and
complete in all material respects.

Our opinion is based and conditioned upon the initial and continuing
accuracy of the facts and assumptions set forth in the Prospectus. Our opinion
is also based upon existing provisions of the Internal Revenue Code of 1986, as
amended, regulations promulgated or proposed thereunder and interpretations
thereof by the Internal Revenue Service and the courts, all of which are
subject to change with prospective or retroactive effect, and our opinion could
be adversely affected or rendered obsolete by any such change.

We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the references to Vinson & Elkins L.L.P.
under the headings "Certain Federal Income Tax Consequences" and "Legal
Opinions" in the Prospectus. In giving this consent, we do not thereby admit
that we are within the category of the persons whose consent is required under
Section 7 of the 1933 Act and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

Very truly yours,

/s/ VINSON & ELKINS L.L.P.

VINSON & ELKINS L.L.P.