Form: 8-K

Current report filing

February 27, 1997

8-K: Current report filing

Published on February 27, 1997


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549




FORM 8-K



CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported) February 25, 1997


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


TEXAS
(State or other jurisdiction of incorporation)




1-7259 74-1563240
(Commission File Number) (IRS Employer Identification No.)




P. O. BOX 36611, LOVE FIELD, DALLAS, TEXAS 75235
(Address of principal executive offices) (Zip Code)


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



N/A
(Former name or former address, if changed since last report)






Item 5. Other Events

On February 25, 1997, Southwest Airlines Co. entered into an
underwriting agreement for the public offering of $100 million of its 73/8%
Debentures Due 2027. Closing of the transaction is expected to occur on
February 28, 1997. The purpose of this report is to permit the registrant to
file herewith those exhibits listed in Item 7(c) below.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits.

1.1. Terms Agreement dated February 25, 1997 between
Southwest Airlines Co. and Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Salomon Brothers Inc (Annex A thereto entitled
Southwest Airlines Co. Debt Securities, Underwriting
Agreement--Basic Provisions, dated September 1,
1992, being incorporated by reference to Exhibit 1
to the registrant's Current Report on Form 8-K dated
September 2, 1992).

4.1 Form of Global Security representing all 73/8%
Debentures Due 2027.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

SOUTHWEST AIRLINES CO.
(Registrant)



By: /s/ Gary C. Kelly
----------------------------------
Gary C. Kelly
Vice President - Finance and
Chief Financial Officer


Date: February 27, 1997






INDEX TO EXHIBITS





Exhibit
No. Exhibit
- -------------------- -------------------------------------------------------------------------------

1.1. Terms Agreement dated February 25, 1997 between Southwest
Airlines Co. and Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Salomon Brothers Inc
(Annex A thereto entitled Southwest Airlines Co. Debt
Securities, Underwriting Agreement--Basic Provisions, dated
September 1, 1992, being incorporated by reference to Exhibit 1
to the registrant's Current Report on Form 8-K dated
September 2, 1992).

4.1 Form of Global Security representing all 73/8% Debentures Due
2027.