8-K: Current report filing

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


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Date of Report (Date of earliest event reported): September 4, 1996

SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)


TEXAS 1-7259 74-1563240
(State or other jurisdiction (Commission (I.R.S. employee
of incorporation) file number) identification no.)


P.O. Box 36611
Love Field, Dallas, Texas 75235
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, include area code: (214) 904-4000

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Item 7. Financial Statements and Exhibits.

(c). Exhibits. The following documents are being filed in
connection with, and incorporated by reference into, Southwest Airlines Co.'s
Registration Statement on Form S-3 (File No. 33-59113), as declared effective
on May 9, 1995, and its prospectus dated May 9, 1995 contained therein, as
supplemented by the prospectus supplement dated September 4, 1996 relating to
$146,195,000 of Pass Through Certificates, Series 1996-A to be issued on or
about September 18, 1996.

Exhibits

Exhibit 1.4 - Underwriting Agreement dated September 4, 1996
relating to the issuance of Pass Through
Certificates, Series 1996-A.

Exhibit 4.56 - Forms of Pass Through Trust Supplements Nos. 1996-A1
and 1996-A2 to be entered into between Southwest and
the Trustee relating to the Pass Through
Certificates, Series 1996-A.

Exhibit 4.57* - Participation Agreement entered into as of August 1,
1996 among Southwest, the Owner Participant, the Loan
Trustee, the Trustee and the Owner Trustee with
respect to Boeing 737-3H4 Aircraft, Registration Nos.
N625SW, N626SW, N627SW, N628SW, N635SW and N636WN.

Exhibit 4.58 * - Trust Agreement entered into as of August 1, 1996
between the Owner Participant and the Owner Trustee
with respect to Boeing 737-3H4 Aircraft, Registration
Nos. N625SW, N626SW, N627SW, N628SW, N635SW and
N636WN.

Exhibit 4.59 * - Form of Trust Indenture and Security Agreement to be
entered into as of August 1, 1996 between the Owner
Trustee and the Loan Trustee relating to the
Equipment Notes with respect to Boeing 737-3H4
Aircraft, Registration Nos. N625SW, N626SW, N627SW,
N628SW, N635SW and N636WN.

Exhibit 4.60 * - Form of Sale and Lease Agreement to be entered into
as of August 1, 1996 between Southwest and the Owner
Trustee with respect to Boeing 737-3H4 Aircraft,
Registration Nos. N625SW, N626SW, N627SW, N628SW,
N635SW and N636WN.

Exhibit 4.61* - Form of Equipment Notes to be issued with respect to
Boeing 737-3H4 Aircraft, Registration Nos. N625SW,
N626SW, N627SW, N628SW, N635SW and N636WN (included
in Exhibit 4.59 as Exhibit A-1 thereto).

*The financing of each of the identified Aircraft pursuant to Pass
Through Certificates, Series 1996-A is documented separately. Pursuant to
Instruction 2 to Item 601 of Regulation S-K, the registrant has filed the
indicated documents for one of these Aircraft only. The documents for the
other Aircraft are substantially identical in all material respects, except for
the information identifying the Aircraft in question, the name of the trust
established to own such Aircraft and as set forth below.





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