UNDERWRITING AGREEMENT

EXHIBIT 1.4


SOUTHWEST AIRLINES CO.

Pass Through Certificates, Series 1996-A1
Pass Through Certificates, Series 1996-A2


UNDERWRITING AGREEMENT



September 4, 1996



MORGAN STANLEY & CO. INCORPORATED
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
SALOMON BROTHERS INC
c/o MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036

Dear Sirs:

Southwest Airlines Co., a Texas corporation (the "Company"),
proposes that Wilmington Trust Company, acting not in its individual capacity
but solely as pass through trustee (the "Trustee") under the Pass Through Trust
Agreement dated as of February 1, 1993 (the "Basic Agreement"), as supplemented
for each series (each, a "Series") of pass through certificates (the "Pass
Through Certificates") to be purchased hereunder by a separate Trust Supplement
(each, a "Trust Supplement"), in each case between the Company and the Trustee
(for each Series, the Basic Agreement, as supplemented by the related Trust
Supplement, being referred to herein as the "Pass Through Agreement"), issue
and sell to the underwriters named in Schedule I hereto its Pass Through
Certificates in the aggregate principal amounts and with the applicable
interest rates and final distribution dates set forth on Exhibit A hereto (the
"Offered Certificates") on the terms and conditions stated herein and in
Schedule II. As used herein, unless the context otherwise requires, the term
"Underwriters" shall mean the firm or firms named as Underwriter or
Underwriters in Schedule I and the term "you" shall mean the Underwriter or
Underwriters, if no underwriting syndicate is purchasing the Offered
Certificates, or the representative or representatives of the Underwriters, if
an underwriting syndicate is purchasing the Offered Certificates, as indicated
in Schedule I.





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Each Series of Pass Through Certificates will represent interests
in a separate trust (each, a "Pass Through Trust") established pursuant to the
related Pass Through Agreement to fund the purchase of equipment trust
certificates ("Equipment Notes") which are to be issued as nonrecourse
obligations by certain owner trustees, each acting not in its individual
capacity but solely as owner trustee (each, an "Owner Trustee"), in connection
with separate leveraged lease transactions to be entered into by the Company,
in each case to finance a portion of the payment by such Owner Trustees of the
purchase price for specified aircraft that will be leased by the Company (the
"Aircraft"). Each series of Equipment Notes will be issued under a separate
Trust Indenture and Security Agreement between Wilmington Trust Company, as
Indenture Trustee (the "Indenture Trustee") and the related Owner Trustee
(each, an "Indenture" and, collectively, the "Indentures").

The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 33-59113) for the
registration of pass through certificates, including the Offered Certificates,
under the Securities Act of 1933, as amended (the "1933 Act"), and the offering
thereof from time to time in accordance with Rule 415 of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations").
Such registration statement has been declared effective by the Commission and
the Basic Agreement has been qualified under the Trust Indenture Act of 1939,
as amended (the "1939 Act"). The Company has, pursuant to Rule 424 under the
1933 Act, filed with, or transmitted for filing to, or shall within the
required period of time hereafter file with or transmit for filing to, the
Commission a prospectus supplement (the "Prospectus Supplement") specifically
relating to the Offered Certificates. The term "Registration Statement" means
the above-referenced registration statement in the form in which it became
effective, including the exhibits thereto and the documents incorporated by
reference therein, as amended to the date hereof. The term "Basic Prospectus"
means the prospectus relating to the pass through certificates included in the
Registration Statement. The term "Prospectus" means the Basic Prospectus
supplemented by the Prospectus Supplement, except that if any revised
prospectus and/or prospectus supplement shall be provided to you by the Company
for use in connection with the offering of the Offered Certificates which is
not required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act
Regulations, the term "Prospectus" shall refer to such revised prospectus, if
any, together with any such revised prospectus supplement from and after the
time it is first provided to you for such use. The term "Preliminary
Prospectus" means a preliminary prospectus supplement specifically relating to
the Offered Certificates together with the Basic Prospectus. As used herein,
the terms "Basic Prospectus," "Prospectus" and "Preliminary Prospectus" shall
include in each case the documents, if any, incorporated by reference therein.
The terms "supplement" and "amendment" or "amend" as used herein shall include
all documents deemed to be incorporated by reference in the Prospectus that
have been filed subsequent to the date of the Basic Prospectus by the Company
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act").





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Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings specified in or pursuant to the Pass Through
Agreements or the Indenture relating to each related series of Equipment Notes,
provided, however, that as used herein the term "Operative Agreements" shall
include the Pass Through Agreements, the Note Purchase Agreements and the
Leases, Trust Indentures and other Operative Agreements to be executed after
the Closing Time (as defined in Section 3) but prior to October 1, 1996, as
contemplated in the Note Purchase Agreements. For avoidance of doubt, the term
"Note Purchase Agreements" means the Participation Agreements dated as of
August 1, 1996 among the Company, the Owner Participant named therein, the
Trustee, the Owner Trustee and the Indenture Trustee.

SECTION 1. Representations and Warranties.

(a) The Company represents and warrants to you and to each
Underwriter named in Schedule I, as of the date hereof, as follows:

(i) Due Incorporation and Qualification. The Company has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Texas and has the corporate
power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus; the Company is duly
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct
of business, except where those failures to so qualify in the aggregate
would not have a material adverse effect on the business, properties,
financial condition, results of operations or prospects of the Company.

(ii) Registration Statement and Prospectus. The Company meets
the requirements for the use of Form S-3 under the 1933 Act Regulations,
and the Registration Statement has become effective under the 1933 Act.
At the time the Registration Statement became effective, the
Registration Statement complied, and as of the date hereof does comply,
in all material respects with the requirements of the 1933 Act and the
1933 Act Regulations and the 1939 Act and the rules and regulations of
the Commission promulgated thereunder. The Registration Statement, at
the time it became effective (and if an amendment to the Registration
Statement or an Annual Report on Form 10-K has been filed by the Company
with the Commission subsequent to the effectiveness of the Registration
Statement, then at the time of the most recent such filing) did not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Prospectus, as of the date
hereof, does not, and at all times subsequent hereto up to the Closing
Date referred to below will not, contain an untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the





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representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or Prospectus
made in reliance upon and in conformity with information furnished to
the Company in writing by an Underwriter expressly for use in the
Registration Statement or Prospectus or to that part of the Registration
Statement which constitutes the Trustee's Statement of Eligibility and
Qualification under the 1939 Act (Form T-1). No stop order suspending
the effectiveness of the Registration Statement has been issued, and, to
the Company's knowledge, no proceedings for that purpose have been
initiated or threatened by the Commission.

(iii) Incorporated Documents. The documents incorporated by
reference in the Prospectus, at the time they were or hereafter are
filed with the Commission, complied and will comply in all material
respects with the requirements of the 1934 Act and the rules and
regulations promulgated thereunder (the "1934 Act Regulations"), and,
when read together and with the other information in the Prospectus, at
the time the Registration Statement and any amendments thereto became
effective and as of the date hereof did not and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
or are made, not misleading.

(iv) Financial Statements. The consolidated financial
statements of the Company included or incorporated by reference in the
Prospectus and the Registration Statement present fairly the
consolidated financial position of the Company as of the dates indicated
and the results of operations, changes in stockholders' equity and cash
flows of the Company, for the respective periods covered thereby, all in
conformity with generally accepted accounting principles applied, except
as stated therein, on a consistent basis throughout the entire period
involved; and the financial schedules included or incorporated by
reference in the Registration Statement meet the requirements of the
1933 Act Regulations or the 1934 Act Regulations, as applicable, and
fairly present the information required to be shown therein. The
selected consolidated financial data included in the Prospectus present
fairly the information shown therein and have been compiled on a basis
consistent with that of the audited consolidated financial statements
incorporated by reference in the Registration Statement and the
Prospectus.

(v) Material Changes or Material Transactions. Except as
stated in or contemplated by the Prospectus, subsequent to the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any material adverse
change in the financial condition or results of operations of the
Company and its subsidiaries, considered as one enterprise.

(vi) Status as Air Carrier. The Company is a "citizen of the
United States" within the meaning of Section 40102(a)(15)(C) of Title
49, U.S.C. and is a holder of an





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"air carrier operating certificate" (herein so-called) issued by the
Secretary of Transportation pursuant to Chapter 447 of Title 49, U.S.C.
for aircraft capable of carrying 10 or more individuals or 6,000 pounds
or more of cargo.

(b) Additional Certifications. Any certificate signed by any
officer of the Company and delivered to you or to counsel for the Underwriters
in connection with an offering of the Offered Certificates shall be deemed a
representation and warranty by the Company to each Underwriter participating in
such offering as to the matters covered thereby on the date of such certificate
unless subsequently amended or supplemented subsequent thereto. None of the
foregoing applies to statements in or omissions from any of the aforementioned
documents based upon written information furnished to the Company by any
Underwriter specifically for use therein.

SECTION 2. Purchase and Sale.

Subject to the terms and conditions and in reliance upon the
representations and warranties set forth herein and in Schedule II, if any, the
Company agrees to cause the Trustee to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Trustee, at
the purchase price specified in Exhibit A hereto, the respective principal
amounts of such Offered Certificates set forth opposite the name of such
Underwriter in Schedule I hereto.

SECTION 3. Delivery and Payment.

(a) Payment of the purchase price for any Offered Certificates
to be purchased by the Underwriters shall be made at the offices of Southwest
Airlines Co., 2702 Love Field Drive, Dallas, Texas 75235, or at such other
place as shall be agreed upon by you and the Company, at 9:00 A.M., Dallas
time, on the 10th business day (unless postponed in accordance with the
provisions of Section 10) following the date hereof or at such other date, time
or location specified in Schedule II, or as otherwise shall be agreed upon by
you and the Company (such time and date being referred to as the "Closing
Time"). Unless otherwise specified in Schedule II, delivery of the Offered
Certificates shall be made to The Depository Trust Company for your account
against payment by you of the purchase price thereof to, or upon the order of,
the Trustee (or such other person as the Company may direct) by wire transfer
of Federal funds or other immediately available funds. Such Offered
Certificates shall be registered in the name of Cede & Co. or in such other
names, and in such denominations, as you may request in writing at least two
business days prior to the Closing Time. Such Offered Certificates, which may
be in temporary form, will be made available for examination and packaging by
you in New York, New York, on or before the first business day prior to the
Closing Time, or at such other time and place specified in Schedule II.





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(b) As compensation to you for your commitments and
obligations hereunder in respect of the Offered Certificates, including your
undertakings to distribute Offered Certificates, the Owner Trustees will pay
(or cause to be paid) to you an amount equal to that percentage of the
aggregate principal amount of each Series of Offered Certificates purchased by
you as set forth in Exhibit A; provided that if the Owner Trustees do not pay
such amounts when due, the Company will pay such amounts and seek reimbursement
from the Owner Trustees. Such payment shall be made simultaneously with the
payment by you to the Trustee of the purchase price of the Offered Certificates
as specified in Sections 2 and 3(a) hereof. Payment of such compensation shall
be made by wire transfer of Federal or other immediately available funds.

SECTION 4. Offering by Underwriters.

It is understood that the several Underwriters propose to offer
the Offered Certificates for sale to the public as set forth in the Prospectus.


SECTION 5. Agreements.

The Company covenants with the several Underwriters that:

(a) Prospectus Supplement. The Company has prepared a
Preliminary Prospectus containing such information as you and the Company have
deemed appropriate, and immediately following the execution of this Agreement,
the Company will prepare a Prospectus Supplement setting forth the principal
amount of the Offered Certificates covered thereby, the terms of the Offered
Certificates not otherwise specified in the Basic Prospectus, the names of the
Underwriters participating in the offering and the principal amount of the
Offered Certificates which each severally has agreed to purchase, the names of
the Underwriters acting as manager or co-managers in connection with the
offering, the price at which the Offered Certificates are to be purchased by
the Underwriters from the Trustee, the initial public offering price, the
selling concession and reallowance, if any, and such other information as you
and the Company deem appropriate in connection with the offering of the Offered
Certificates. The Company will promptly transmit copies of the Prospectus
Supplement to the Commission for filing pursuant to Rule 424 of the 1933 Act
Regulations and will furnish to the Underwriters named therein as many copies
of the Prospectus as you shall reasonably request.

(b) Notice of Certain Events. The Company will notify you
immediately (i) of the effectiveness of any amendment to the Registration
Statement, (ii) of the transmittal to the Commission for filing of any
supplement to the Prospectus or any document to be filed pursuant to the 1934
Act which will be incorporated by reference in the Prospectus, (iii) of the
receipt of any comments from the Commission with respect to the Registration
Statement, the Prospectus or the Prospectus Supplement, (iv) of any request by
the Commission for any amendment to the





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Registration Statement or any amendment or supplement to the Prospectus or for
additional information, and (v) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Company will use its best
efforts to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof as soon as possible.

(c) Notice of Certain Proposed Filings. For so long as a
Prospectus is required to be delivered in connection with the Offered
Certificates, the Company will give you notice of its intention to file or
prepare any amendment to the Registration Statement or any amendment or
supplement to the Prospectus, whether by the filing of documents pursuant to
the 1934 Act, the 1933 Act or otherwise (except for the Current Report on Form
8-K referred to in the Prospectus Supplement under "Description of the
Certificates"), and will furnish you with copies of any such amendment or
supplement or other documents proposed to be filed or prepared a reasonable
time in advance of such proposed filing or preparation, as the case may be.

(d) Copies of the Registration Statement and the Prospectus.
The Company will deliver to you as many signed and conformed copies of the
Registration Statement (as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus) as you may reasonably
request. The Company will furnish to you as many copies of the Prospectus (as
amended or supplemented) as you shall reasonably request so long as you are
required to deliver a Prospectus in connection with sales or solicitations of
offers to purchase the Offered Certificates.

(e) Revisions of Prospectus -- Material Changes. If at any
time when the Prospectus is required by the 1933 Act to be delivered in
connection with sales of the Offered Certificates any event shall occur or
condition exist as a result of which it is necessary to further amend or
supplement the Prospectus in order that the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein not misleading in the light
of the circumstances existing at the time it is delivered to a purchaser, or if
it shall be necessary at any such time to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of the
1933 Act or the 1933 Act Regulations, the Company will promptly prepare and
file with the Commission such amendment or supplement, whether by filing
documents pursuant to the 1934 Act, the 1933 Act, or otherwise, as may be
necessary to correct such untrue statement or omission or to make the
Registration Statement and Prospectus comply with such requirements.

(f) Earning Statements. With respect to the sale of the
Offered Certificates, the Company will make generally available to its security
holders earning statements (in form complying with the provisions of Rule 158
under the 1933 Act), which will satisfy the requirements of Section 11(a) of
the 1933 Act.





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(g) Blue Sky Qualifications. The Company will endeavor, in
cooperation with you, to qualify the Offered Certificates for offering and sale
under the applicable securities laws of such states and other jurisdictions of
the United States as the Underwriters may designate, and will maintain such
qualifications in effect for so long as may be required for the distribution of
the Offered Certificates; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or to subject itself to taxation as doing business in any
jurisdiction in which it is not otherwise required to be so qualified. The
Company will file such statements and reports as may be required by the laws of
each jurisdiction in which the Offered Certificates have been qualified as
provided above.

(h) Stand-Off Agreement. The Company will not, between the
date of this Agreement and termination of any trading restrictions with respect
to the Offered Certificates or the Closing Time, whichever is later, without
your prior written consent, offer or sell, or enter into any agreement to sell,
any U.S. dollar denominated taxable debt securities of the Company with a
maturity of more than one year (other than the Offered Certificates which are
to be sold pursuant hereto and commercial paper in the ordinary course of
business), except as may otherwise be provided in Schedule II; provided,
however, that, during such period, the Company may enter into or borrow under
any line of credit, loan agreement or other credit facility with one or more
commercial or merchant banks, regardless of the maturity of any borrowings
thereunder.

(i) Business with Cuba. If the Company agrees that the
Offered Certificates should be qualified for sale in Florida and they have been
so qualified, the Company has complied with and, until the Closing Time or such
later date as the distribution of the Offered Certificates is completed, but no
longer than the period during which the Prospectus is required to be delivered
under the 1933 Act, will comply with the provisions of Section 517.075 of the
Florida blue sky law and, if applicable, all regulations promulgated thereunder
relating to issuers doing business with Cuba.

(j) Note Purchase Agreements. With respect to any Equipment
Notes to be issued after the Closing Time, the Company shall deliver to you a
copy of each opinion required to be delivered under the related Note Purchase
Agreement, dated as of the date of delivery, and addressed to you.

SECTION 6. Conditions to the Obligations of Underwriters.

The several obligations of the Underwriters to purchase the
Offered Certificates pursuant to this Agreement will be subject at all times to
the accuracy of the representations and warranties on the part of the Company
herein, to the accuracy of the statements of the Company's officers made in any
certificate furnished pursuant to the provisions hereof, to the performance and
observance by the Company of all covenants and agreements contained herein, or
in Schedule





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II hereto, on its part to be performed and observed and to the following
additional conditions precedent:

(a) Stop Order; Ratings Change; etc. At the Closing Time, (i)
the Prospectus, and any supplement thereto, shall have been filed within the
time period required by Rule 424(b); (ii) no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act or proceedings therefor initiated or threatened by the Commission, and
(iii) the rating assigned as of the date of this Agreement by any "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g) under the 1933 Act Regulations, to any debt securities
of the Company shall not have been lowered since the execution of this
Agreement.

(b) Legal Opinions. At the Closing Time, you shall have
received the following opinions:

(1) Opinion of Company Counsel. The opinion or opinions of
the Associate General Counsel of the Company, dated as of such date, in
form and substance satisfactory to you, to the effect that:

(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of the State of Texas, and the Company has corporate power and
authority to own, lease and operate its properties and to conduct
its business as described in the Prospectus.

(ii) This Agreement has been duly authorized, executed
and delivered by the Company.

(iii) The Pass Through Agreements have each been duly
authorized, executed and delivered by the Company and each is a
valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as may be
limited by bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws affecting enforcement of
creditors' rights generally and by general principles of equity.

(iv) The Pass Through Agreements each constitute the
valid and binding obligation of the Trustee, enforceable in
accordance with its terms, except as may be limited by
bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or
other similar laws affecting enforcement of creditors' rights
generally and by general principles of equity.





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(v) The Offered Certificates have been duly authorized,
executed, delivered and authenticated by the Trustee pursuant to
the Pass Through Agreements and constitute valid and binding
obligations of the Trustee enforceable against the Trustee in
accordance with their terms except as may be limited by
bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or
other similar laws affecting enforcement of creditors' rights
generally and by general principles of equity; and the holders of
Offered Certificates are entitled to the benefits of the related
Pass Through Agreement.

(vi) The Offered Certificates, the Pass Through
Agreements and the other Operative Agreements conform in all
material respects as to legal matters to the descriptions
thereof, if any, contained in the Prospectus and any supplement
thereto, and such description of the Offered Certificates
conforms in all material respects to the rights set forth in the
instruments defining the same.

(vii) The Leases and the other Operative Agreements to
which the Company is or is to be a party have been duly
authorized and such documents, upon due execution and delivery by
the Company at or after the Closing Time as contemplated by the
Note Purchase Agreements, will each be a valid and binding
obligation of the Company enforceable against the Company in
accordance with its respective terms, except as may be limited by
bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or
other similar laws affecting enforcement of creditors' rights
generally and by general principles of equity.

(viii) The Company is a citizen of the United States (as
defined in 49 U.S.C. Section 40102) holding an air carrier
operating certificate. The Company has such licenses and
authorizations from federal aviation and aeronautical authorities
as are necessary to own its properties and to conduct its
business in the manner described in the Prospectus, subject to
such qualification as may be set forth in the Prospectus, and for
the transactions contemplated by this Agreement and the offering
contemplated by the Prospectus.

(ix) The statements made in the Prospectus under the
heading "Description of the Equipment Notes -- Remedies --
Section 1110 of the Bankruptcy Code," to the extent that they
constitute matters of law or legal conclusions with respect
thereto, have been reviewed by such counsel, and fairly present
the information disclosed therein in all material respects.





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(x) No authorization, approval, consent, order or
license of or filing with or notice to any regulatory body or
authority or court (other than under the 1933 Act, the 1939 Act
and the securities or Blue Sky laws of the various states) is
required for the valid authorization, issuance, sale and delivery
of the Offered Certificates as herein contemplated or the valid
authorization, execution, delivery and performance by the Company
of this Agreement, the Pass Through Agreements and the other
Operative Agreements to which the Company is or is to be a party
or the consummation by the Company of the transactions
contemplated herein or therein, or, if so required, all such
authorizations, approvals, consents and licenses, specifying the
same, including filings under the Uniform Commercial Code as is
in effect in North Carolina and Texas, have been made or obtained
and are in full force and effect, and (A) except for any filings
or recordings with the FAA (as to which no opinion need be given)
and (B) with respect to any Equipment Notes to be issued after
the Closing Time, except for any filings or recordings to be made
after the Closing Time, as contemplated by the Note Purchase
Agreements.

(xi) The execution and delivery by the Company of this
Agreement, the Pass Through Agreements and the other Operative
Agreements to which the Company is or is to be a party, the
consummation by the Company of the transactions herein and
therein contemplated and compliance with the terms of this
Agreement, the Pass Through Agreements and such Operative
Agreements will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien (other than as
permitted under the Leases), charge or encumbrance upon any
property or assets of the Company or any subsidiary pursuant to,
any material contract, indenture, mortgage, deed of trust, loan,
credit or note agreement, lease or other agreement or instrument
known to such counsel to which the Company or any of its
subsidiaries is a party or by which it or any of them may be
bound or to which any of the property or assets of the Company or
any of its subsidiaries is subject, nor will such action result
in any violation of the provisions of the charter or by-laws of
the Company.

(xii) The Registration Statement has become effective
under the 1933 Act and any required filing of the Prospectus or
any supplement thereto pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b);
the Basic Agreement has been duly qualified under the 1939 Act;
and, to the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the 1933 Act; the
Registration Statement and the Prospectus, and each amendment or
supplement





12

thereto (except for the financial statements, schedules and other
financial or statistical data and Form T-1 included therein, as
to which such counsel need express no opinion), comply as to form
in all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations and, as to documents incorporated
therein (except for the financial statements, schedules and other
financial or statistical data included therein, as to which such
counsel need express no opinion), to the requirements of the 1934
Act and the 1934 Act Regulations in effect at the time such
documents were filed with the Commission.

(xiii) Although counsel is not aware of any judicial
authority, none of the Pass Through Trusts is required to be
registered under the Investment Company Act of 1940, as amended.

(xiv) Such counsel does not know of any proceedings
involving United States aviation law pending against, or
affecting the properties or licenses of, the Company, or of any
United States aviation laws or regulations that would have a
material adverse effect on the financial condition or results of
operations of the Company and its subsidiaries, considered as one
enterprise, or the transactions contemplated by this Agreement,
the Note Purchase Agreements or the other Operative Agreements,
that are required to be described in the Prospectus and which are
not so described.

(xv) There are no transfer taxes or similar fees or
charges under the laws of the State of Texas, or any political
subdivision thereof, required to be paid in connection with the
execution and delivery of this Agreement or any other Operative
Agreements, or the issuance and sale of the Offered Certificates
to the Underwriters.

In addition, such counsel shall confirm in such opinion that in
connection with the preparation of the Registration Statement, the
Prospectus and the documents incorporated by reference therein, such
counsel or lawyers under such counsel's supervision have participated in
conferences with officers and other representatives of the Company and
its independent accountants and with your representatives and your
counsel, at which conferences the contents of the Registration Statement
and the Prospectus and related matters were discussed, and that, in the
course of such preparation and during the above-mentioned conferences,
no facts have come to such counsel's attention to cause such counsel to
believe (A) that the Registration Statement (except for the financial
statements and other financial or statistical data included therein or
omitted therefrom and the Statement of Eligibility and Qualification of
the Trustee on Form T-1, as to which such counsel need not comment), at
the time the Registration Statement became effective (and if an
amendment to the Registration Statement or an Annual Report on Form 10-K
has





13

been filed by the Company with the Commission subsequent to the
effectiveness of the Registration Statement, then at the time of the
most recent such filing), contained an untrue statement of material fact
or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (B) that the
Prospectus or amendment or supplement thereto (except for the financial
statements and other financial or statistical data included therein or
omitted therefrom, as to which such counsel need not comment), at the
time the Prospectus was issued, at the time any such amended or
supplemented prospectus was issued or at the Closing Time, included or
includes an untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading, or (C) that the documents incorporated by reference in the
Prospectus (except for the financial statements and other financial or
statistical data included therein or omitted therefrom, as to which such
counsel need not comment), as of the dates they were filed with the
Commission, included an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.

In rendering such opinions, such counsel may rely, to the extent
deemed necessary for purposes of the opinion set forth in (iii) (insofar
as such opinion relates to the enforceability of the Pass Through
Agreements), (iv) and (v) above, upon the opinions of counsel for the
Trustee and Owner Trustee, as the case may be. Alternatively, such
counsel may cause the opinions set forth in (iii) (insofar as such
opinion relates to the enforceability of the Pass Through Agreements),
(iv) and (v) to be delivered directly to the Underwriters by counsel to
the Trustee or Owner Trustee, as applicable, at the Closing Time. In
addition, such counsel may cause the opinion set forth in (vii) above to
be delivered at the Closing Time directly to the Underwriters by Vinson
& Elkins L.L.P., Houston, Texas, special counsel to the Company.

(2) Opinion of Special Counsel to the Company. The opinion of
Vinson & Elkins L.L.P., Houston, Texas, special counsel to the Company,
dated as of such date, in form and substance satisfactory to you, to the
effect that:

(i) The statements made in the Prospectus and any
supplement thereto under the headings "Federal Income Tax
Consequences" to the extent that they constitute matters of law
or legal conclusions with respect thereto, have been reviewed by
such counsel and fairly present the information disclosed therein
in all material respects.

(ii) None of the Pass Through Trusts created by the Pass
Through Agreements will be classified as an association taxable
as a corporation for federal income tax purposes, but rather,
each will be classified as a grantor trust under





14

Subpart E, Part I of Subchapter J of the Internal Revenue Code of
1986, as amended, and each Certificate Owner will be treated as
the owner of a pro rata undivided interest in each of the
Equipment Notes or any other property held in the Pass Through
Trust.

(iii) Upon and subject to consummation of the
transactions contemplated by the Note Purchase Agreements at or
after the Closing Time, each Owner Trustee, as lessor under the
related Lease, and the Indenture Trustee, as assignee of the
Owner Trustee's rights under such Lease pursuant to the related
Indenture, will be entitled to the benefits of Section 1110 of
the Bankruptcy Code with respect to the Aircraft initially
delivered and subjected to the related Indenture (provided that
such counsel need not express an opinion as to the availability
of the benefits of said Section 1110 in the case of a replacement
of such Aircraft).

(iv) Assuming the due authorization, execution and
delivery of each Indenture by the parties thereto as contemplated
by the Note Purchase Agreements and subject to any limitations of
applicable state law governing the banking or trust powers of the
related Owner Trustee, each Indenture constitutes valid and
binding obligations of such Owner Trustee enforceable against it
in accordance with its terms, and each Indenture duly creates,
for the benefit of the related Indenture Trustee, the security
interest in the Indenture Estate (other than in respect of the
Granting Clause of such Indenture as to moneys and securities
prior to deposit thereof with such Indenture Trustee) that such
Indenture purports to create. Assuming due authorization,
execution and delivery by the related Owner Trustee and due
authentication by the related Indenture Trustee, the Equipment
Notes constitute valid and binding obligations of such Owner
Trustee enforceable against it in accordance with their terms and
the Equipment Notes are entitled to the benefits and security
afforded by the related Indenture.

(c) Opinion of Counsel to the Underwriters. The opinion of
Shearman & Sterling, counsel to the Underwriters, with respect to such matters
as you may reasonably request.

(d) Officers' Certificate. At the Closing Time, there shall
not have been, since the respective dates as of which information is given in
the Registration Statement and the Prospectus, any change, or any development
involving a prospective change, in or affecting particularly the business or
properties of the Company or its subsidiaries, considered as one enterprise,
which, in the judgment of a majority in interest of the Underwriters, including
any Representatives, materially impairs the investment quality of the Offered
Certificates; and you shall have received a certificate of the President or the
Vice President-Finance and Chief Financial Officer of the Company and the
Treasurer or the Assistant Treasurer of the Company, dated as of the Closing
Time to the effect that:





15


(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Closing Time with the same effect as if made at the Closing Time and the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the
Closing Time;

(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge, threatened;
and

(iii) since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has been
no material adverse change, or any development involving a prospective
material adverse change, in or affecting particularly the business or
properties of the Company or its subsidiaries, considered as one
enterprise.

(e) Comfort Letter. At the time of the execution of this
Agreement and at the Closing Time, you shall have received a letter from Ernst
& Young LLP or their successors as the Company's independent auditors (the
"Independent Auditors"), dated as of the date hereof and of the Closing Time,
as the case may be, in form and substance satisfactory to you to the effect
that:

(i) they are independent auditors with respect to the Company
within the meaning of the 1933 Act and the 1933 Act Regulations;

(ii) in their opinion the consolidated financial statements and
schedules audited by them and incorporated by reference in the Company's
latest Annual Report on Form 10-K and included or incorporated by
reference in the Registration Statement and Prospectus comply as to form
in all material respects with the applicable accounting requirements of
the 1933 Act and the 1933 Act Regulations or the 1934 Act and the 1934
Act Regulations, as the case may be;

(iii) on the basis of a reading of the unaudited condensed
consolidated financial statements and schedules of the Company contained
in the Company's Quarterly Reports on Form 10-Q filed with the
Commission since the date of the Company's latest Annual Report on Form
10-K and included or incorporated by reference in the Prospectus and the
Registration Statement, and the latest available unaudited interim
financial statements of the Company, inquiries of certain officials of
the Company responsible for financial and accounting matters, a reading
of the minute books of the Company since the date of the latest audited
consolidated financial statements of the Company incorporated by
reference





16

in the Registration Statement, and other specified procedures and
inquiries, nothing has come to their attention that caused them to
believe that:

(A) such unaudited condensed consolidated financial
statements of the Company included or incorporated by reference
in the Prospectus and the Registration Statement do not comply as
to form in all material respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act Regulations or the
1934 Act and the 1934 Act Regulations thereunder, as the case may
be, or that, except for any accounting changes indicated therein,
such unaudited condensed consolidated financial statements are
not presented fairly in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the latest audited consolidated financial statements
of the Company included or incorporated by reference in the
Registration Statement and Prospectus;

(B) with respect to the period subsequent to the date
of the most recent consolidated financial statements included or
incorporated by reference in the Registration Statement and the
Prospectus, as of a specified date not more than five business
days prior to the date of delivery of such letter, there has been
any change in the capital stock or long-term debt of the Company
or, as of such date, there has been any decrease in consolidated
net current assets or net assets, in each case as compared with
amounts shown in the most recent consolidated balance sheet of
the Company included or incorporated by reference in the
Registration Statement and the Prospectus, except in all
instances for changes or decreases which the Prospectus discloses
have occurred or may occur or which are described in such letter;
or

(C) for the period from the date of the most recent
consolidated financial statements included or incorporated by
reference in the Registration Statement and the Prospectus to
such specified date, there was any decrease in operating
revenues, operating income, income before income taxes or net
income of the Company, in each case as compared with the
comparable period of the preceding year, except in all instances
for decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and

(iv) in addition to their audit referred to in their reports
included or incorporated by reference in the Registration Statement and
the Prospectus and the review, inquiries and procedures referred to in
clause (iii) above, such letter shall state that Ernst & Young LLP has
performed other specified procedures, with respect to certain numerical
data and information included or incorporated by reference in the
Registration Statement and the Prospectus, as are reasonably requested
by an Underwriter and specified in such letter and





17

have found such data and information to be in agreement with the
accounting records of or analysis prepared by the Company.

(f) Satisfaction of Conditions Precedent in Note Purchase
Agreements. At the Closing Time, all conditions precedent specified in each
Note Purchase Agreement with respect to the financing of the Equipment Notes to
be issued at the Closing Time shall have been satisfied at the Closing Time;
the representations and warranties of the Company contained in each such Note
Purchase Agreement shall be accurate as of the Closing Time (except to the
extent that they relate solely to an earlier date in which case they shall be
accurate as of such earlier date) and you shall have received a certificate of
the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company,
dated as of the Closing Time, to such effect; and you shall have received a
copy of each opinion required to be delivered under each such Note Purchase
Agreement, dated as of the Closing Time, and addressed to you, and of such
other documents furnished in connection with the fulfillment of such conditions
as you or your counsel may reasonably request.

(g) Other Documents. At the Closing Time, counsel for the
Underwriters shall have been furnished with such documents and opinions as such
counsel may reasonably require for the purpose of enabling such counsel to pass
upon the issuance and sale of Offered Certificates as herein contemplated and
related proceedings, or in order to evidence the accuracy and completeness of
any of the representations and warranties, or the fulfillment of any of the
conditions, herein contained.

If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to you and counsel for the Underwriters,
this Agreement and all obligations of the Underwriters hereunder may be
cancelled by you at any time at or prior to the Closing Time, and such
termination shall be without liability of any party to any other party except
as provided in Section 7 hereof. Notice of any such cancellation shall be
given to the Company in writing or by the telephone or telegraph confirmed in
writing. Notwithstanding any such termination, the provisions of Sections 8
and 11 shall remain in effect.

SECTION 7. Payment of Expenses.

The Company will pay all expenses, incident to the performance of
its obligations under this Agreement, including:

(i) the printing and filing of the Registration Statement and
all amendments thereto, the Preliminary Prospectus and the Prospectus
and any amendments or supplements thereto;





18

(ii) the preparation, printing, issuance and delivery of the
Offered Certificates;

(iii) the reasonable fees and disbursements of the Company's
accountants and counsel, of the Trustee, the Owner Trustees, and the
Indenture Trustee and their respective counsel, and of any issuing and
paying agent or transfer agent;

(iv) the qualification of the Offered Certificates under
securities laws in accordance with the provisions of Section 5(g),
including filing fees and the reasonable fees and disbursements of
counsel to the Underwriters in connection therewith and in connection
with the preparation of any Blue Sky Survey and any Legal Investment
Survey;

(v) the printing and delivery to the Underwriters in
quantities as hereinabove stated of copies of the Registration Statement
and any amendments thereto, and of the Prospectus and any amendments or
supplements thereto, and the delivery by the Underwriters of the
Prospectus and any amendments or supplements thereto in connection with
solicitations or confirmations of sales of the Offered Certificates;

(vi) the preparation and delivery to the Underwriters of copies
of the Pass Through Agreements and the other Operative Agreements,
including all expenses incident to the performance of the Company's
obligations under the Pass Through Agreements and Indentures and the
Leases and each of the other agreements and instruments referred to in
the Indentures and the Note Purchase Agreements;

(vii) any fees charged by rating agencies for the rating of the
Offered Certificates;

(viii) the fees and expenses, if any, incurred with respect to
any filing with the National Association of Securities Dealers, Inc; and

(ix) certain fees and disbursements of your counsel, as
heretofore agreed.

If this Agreement is terminated by you in accordance with the
provisions of Section 6 or clause (i) of Section 10 hereof, the Company shall
reimburse the Underwriters for all of their out-of-pocket expenses, including
the reasonable fees and disbursements of counsel for the Underwriters, or, in
any other case, the Underwriters will pay all of their own expenses, including
their fees of counsel, transfer taxes on resale of any of the Offered
Certificates and any advertising expenses connected with any offers they may
make.





19

SECTION 8. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), or the omission or
alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or
arising out of any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding by
any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company; and

(iii) against any expense (including the fees and disbursements
of counsel chosen by you), as incurred, reasonably incurred in
investigating, preparing or defending against any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under (i) or
(ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto), or made in
reliance upon the Trustee's Form T-1 Statement of Eligibility and Qualification
under the 1939 Act filed as an exhibit to the Registration Statement; and
provided further that the foregoing indemnity agreement, with respect to any
Preliminary Prospectus shall not inure to the benefit of any Underwriter from
whom the person asserting any such losses, claims, damages or liabilities
purchased Offered Certificates, or any person controlling such Underwriter, if
a copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any





20

amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Offered Certificates
to such person, and if the Prospectus (as so amended or supplemented) would
have cured the defect giving rise to such losses, claims, damages or
liabilities; and provided further that the Company will not be liable for any
loss, liability or expense of any settlement of any pending or threatened
litigation, any pending or threatened governmental agency investigation or
proceeding if such settlement is effected without the written consent of the
Company.

(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by an Underwriter
expressly for use in the Registration Statement (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto).

(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of such action. In no
event shall the indemnifying parties be liable for the fees and expenses of
more than one counsel (in addition to any local counsel hired by such counsel),
separate from such indemnifying parties' own counsel, for all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances.

(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Section 8
is for any reason held to be unenforceable by the indemnified parties although
applicable in accordance with its terms, the Company and the Underwriters of
Offered Certificates shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity
agreement incurred by the Company, and one or more of the Underwriters in
respect of such offering, as incurred, in such proportions so that the
Underwriters are responsible for that portion represented by the percentage
that the underwriting discount appearing on Exhibit A hereto in respect of such
offering bears to the initial public offering price appearing thereon and the
Company is responsible for the balance; provided, however, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person





21

who was not guilty of such fraudulent misrepresentation. For purposes of this
Section, each person, if any, who controls an Underwriter within the meaning of
Section 15 of the 1933 Act shall have the same rights to contribution as such
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as the Company.

SECTION 9. Default by an Underwriter.

If one or more of the Underwriters participating in an offering
of Offered Certificates shall fail at the Closing Time to purchase the Offered
Certificates which it or they are obligated to purchase hereunder (the
"Defaulted Certificates"), then you shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the nondefaulting
Underwriters, or any other underwriters, to purchase all, but not less than
all, of the Defaulted Certificates in such amounts as may be agreed upon and
upon the terms herein set forth; if, however, during such 24 hours you shall
not have completed such arrangements for the purchase of all of the Defaulted
Certificates then:

(a) if the aggregate principal amount of Defaulted
Certificates does not exceed 10% of the aggregate principal amount of
Offered Certificates to be purchased pursuant to this Agreement, the
nondefaulting Underwriters shall be obligated to purchase the full
amount thereof in the proportions that their respective underwriting
obligations bear to the underwriting obligations of all nondefaulting
Underwriters, or

(b) if the aggregate principal amount of Defaulted
Certificates exceeds 10% of the aggregate principal amount of Offered
Certificates to be purchased pursuant to this Agreement, this Agreement
shall terminate without liability on the part of any nondefaulting
Underwriter.

No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability to the Company and any nondefaulting
Underwriter in respect of its default under this Agreement.

In the event of any such default by any Underwriter or
Underwriters as set forth in this Section, either you or the Company shall have
the right to postpone the Closing Time for a period not exceeding seven days in
order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements.





22

SECTION 10. Termination.

This Agreement shall be subject to termination, in the absolute
discretion of the Underwriters, immediately upon notice to the Company, at any
time prior to the Closing Time (i) if there has been, since the date hereof or
since the respective dates as of which information is given in the Registration
Statement, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company, whether or not arising in the ordinary course of business which, in
the judgment of a majority in interest of the Underwriters, materially impairs
the investment quality of the Offered Certificates, or (ii) if there shall have
occurred any outbreak or escalation of hostilities in which the United States
is involved or other national or international calamity or crisis, the effect
of which on the financial markets of the United States shall be such as to make
it, in the judgment of a majority in interest of the Underwriters,
impracticable to market the Offered Certificates or enforce contracts for the
sale of the Offered Certificates as contemplated by the Prospectus, or (iii) if
trading in the Common Stock of the Company shall have been suspended by the
Commission or a national securities exchange, or if trading generally on the
New York Stock Exchange shall have been suspended, or minimum prices for
trading shall have been fixed, or maximum ranges for prices for securities
shall have been required, by said exchange or by order of the Commission or any
other governmental authority, or if a banking moratorium shall have been
declared by either federal or New York authorities. In the event of any such
termination of this Agreement, the covenant set forth in Section 5(f) hereof,
the provisions of Section 7 hereof, the indemnity and contribution agreements
set forth in Section 8 hereof, and the provisions of Sections 11 and 13 hereof
shall remain in effect.

SECTION 11. Representations and Indemnities to Survive.

All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company, and shall survive each
delivery of and payment for any of the Offered Certificates.

SECTION 12. Notices.

All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed, delivered by
Federal Express service or transmitted by any standard form of
telecommunication. Notices to the Underwriters shall be directed to them at
the address indicated on page 1 hereof, with copies thereof directed to
Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022-6069,
Attention: Joel S. Klaperman. Notices to the Company shall be directed to it
at Southwest Airlines Co., 2702 Love Field Drive,





23

Dallas, Texas 75235, Attention of the Vice President-Finance, with copies
thereof directed to the Treasurer and Associate General Counsel.

SECTION 13. Successors.

This Agreement shall inure to the benefit of and be binding upon
you and the Company and any Underwriter who becomes a party hereto and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement
and all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto, their respective successors and said
controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Offered Certificates from any Underwriter shall be deemed to be
a successor by reason merely of such purchase.

SECTION 14. Applicable Law.

This Agreement and the rights and obligations of the parties
created hereby and thereby shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed in such state.

SECTION 15. Counterparts.

This Agreement may be executed in one or more counterparts and
when a counterpart has been executed by each party, all such counterparts taken
together shall constitute one and the same agreement. A party may submit its
signed counterpart of this Agreement by telecopier and such counterpart so
received by telecopier shall for all purposes constitute an original.





If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between you and the Company in accordance with its terms.

Very truly yours,


SOUTHWEST AIRLINES CO.



By: /s/ Gary Kelly
-----------------------------
Name: Gary Kelly
Title: Vice President - Finance



CONFIRMED AND ACCEPTED, as of
the date first above written:



MORGAN STANLEY & CO. INCORPORATED
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
SALOMON BROTHERS INC


By: Morgan Stanley & Co. Incorporated



By: /Gerard Pasiucco/
-----------------------------------
Name: Gerard Pasiucco
Title: Managing Director
Exhibit A


SOUTHWEST AIRLINES CO.

Pass Through Certificates, Series 1996-A