content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                on November 20, 1998
  
                                                                Reg. No. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               Registration Statement
                                        Under
                             The Securities Act of 1933
  
                               SOUTHWEST AIRLINES CO.
               (Exact name of registrant as specified in its charter)
  
           Texas                                          75-1563240
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                      Identification No.)
  
  P.O. Box 36611, Dallas, Texas                             75235-1611
  (Address of Principal Executive Offices)                  (Zip Code)
  
                               Southwest Airlines Co.
                     Southwest Airlines Co. Excess Benefit Plan
                              (Full title of the plan)
  
                                    Gary C. Kelly
                  Vice President-Finance & Chief Financial Officer
                               Southwest Airlines Co.
                                   P.O. Box 36611
                              Dallas, Texas 75235-1611
                                    214/792-4363
             (Name, address, and telephone number, including area code,
                                of agent for service)
  
                                      Copy to:
  
                                  Deborah Ackerman
                              Associate General Counsel
                               Southwest Airlines Co.
                                   P.O. Box 36611
                              Dallas, Texas 75235-1611
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------
                                                    Proposed
                                   Proposed         maximum          Amount
  Title of                         maximum          aggregate        of
  securities to     Amount to be   offering price   offering         registra-
  be registered     registered     per share(2)     price(2)         tion fee
  --------------------------------------------------------------------------------
  Deferred
  Compensation
  Obligations(1)    $6,000,000        100%         $6,000,000        $1,668
  
  --------------------------------------------------------------------------------
  
       (1) The Deferred Compensation Obligations are unsecured obligations of
       Southwest Airlines Co. to pay deferred compensation in the future in
       accordance with the terms of the Southwest Airlines Co. Excess Benefit Plan
       for a select group of eligible employees.
  
       (2) The amount to be registered is estimated solely for purposes of
       calculating the registration fee.
  
  
  
  <PAGE>   2
  
  
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
           (a)   the Company's latest annual report filed pursuant to Section 13
  or 15(d) of the Securities Exchange Act of 1934;
  
           (b)   all other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 since the end of the fiscal year covered by the
  annual report referred to above; and
  
           All reports and other documents subsequently filed by the Company
  pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended, prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities remaining unsold, shall be deemed to be incorporated by reference
  herein and to be a part hereof from the date of filing of such reports and
  documents.
  
  Item 4.  Description of Securities.
  
           The Deferred Compensation Obligations registered hereunder (the
  "Obligations") are unsecured obligations of the Registrant to pay deferred
  compensation in the future in accordance with the terms of the Southwest
  Airlines Co. Excess Benefit Plan (the "Plan"). Southwest Airlines Co. will
  appoint an independent trustee which must be a national bank with capital and
  surplus not less than $100 million. The Plan is filed as Exhibit 4.1 to this
  Registration Statement. Such Exhibit sets forth a description of the Obligations
  and is incorporated herein by reference in its entirety in response to this Item
  4, pursuant to Rule 411(b)(3) under the Securities Act of 1933.
  
           No participant under the Plan shall have any preferred claim to, or any
  beneficial ownership interest in, any assets from which the Obligations will be
  paid. All such assets are subject to the claims of the creditors of Southwest
  Airlines Co. until they are paid to the participant in accordance with the terms
  of the Plan.
  
  
                                          2
  
  <PAGE>   3
  
  
  Item 6.  Indemnification of Directors and Officers.
  
           Article VIII, Section 1 of Registrant's Bylaws provides as follows:
  
           "Right to Indemnification: Subject to the limitations and conditions as
  provided in this Article VIII, each person, who was or is made a party to, or is
  threatened to be made a party to, any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative, arbitrative or
  investigative (hereinafter called a "proceeding"), or any appeal in such a
  proceeding or any inquiry or investigation that could lead to such a proceeding,
  by reason of the fact that he (or a person of whom he is the legal
  representative) is or was a director or officer of the corporation (or while a
  director or officer of the corporation is or was serving at the request of the
  corporation as a director, officer, partner, venturer, proprietor, trustee,
  employee, agent, or similar functionary of another foreign or domestic
  corporation, partnership, joint venture, proprietorship, trust, employee benefit
  plan, or other enterprise) shall be indemnified by the corporation to the
  fullest extent permitted by the Texas Business Corporation Act, as the same
  exists or may hereafter be amended (but, in the case of any such amendment, only
  to the extent that such amendment permits the corporation to provide broader
  indemnification rights than said law permitted the corporation to provide prior
  to such amendment) against judgments, penalties (including excise and similar
  taxes and punitive damages), fines, settlements and reasonable expenses
  (including, without limitation, court costs and attorneys' fees) actually
  incurred by such person in connection with such proceeding, appeal, inquiry or
  investigation, and indemnification under this Article VIII shall continue as to
  a person who has ceased to serve in the capacity which initially entitled such
  person to indemnity hereunder; provided, however, that in no case shall the
  corporation indemnify any such person (or the legal representative of any such
  person) otherwise than for his reasonable expenses, in respect of any proceeding
  (i) in which such person shall have been finally adjudged by a court of
  competent jurisdiction (after exhaustion of all appeals therefrom) to be liable
  on the basis that personal benefit was improperly received by him, whether or
  not the benefit resulted from an action taken in such person's official
  capacity, or (ii) in which such person shall have been found liable to the
  corporation; and provided, further, that the corporation shall not indemnify any
  such person for his reasonable expenses actually incurred in connection with any
  proceeding in which he shall have been found liable for willful or intentional
  misconduct in the performance of his duty to the corporation. The rights granted
  pursuant to this Article VIII shall be deemed contract rights, and no amendment,
  modification or repeal of this Article VIII shall have the effect of limiting or
  denying any such rights with respect to actions taken or proceedings arising
  prior to any such amendment, modification or repeal. It is expressly
  acknowledged that the indemnification provided in this Article VIII could
  involve indemnification for negligence or under theories of strict liability."
  
           Article Ten of the Company's Articles of Incorporation provides that a
  director of the corporation shall not be liable to the corporation or its
  shareholders for monetary damages for an act or omission in the director's
  capacity as a director, subject to certain limitations.
  
                                          3
  
  <PAGE>   4
  
  
  
           Article 2.02-1 B. of the Texas Business Corporation Act provides that,
  subject to certain limitations, "a corporation may indemnify a person who was,
  is or is threatened to be made a named defendant or respondent in a proceeding
  because the person is or was a director only if it is determined in accordance
  with Section F of this article that the person: (1) conducted himself in good
  faith; (2) reasonably believed: (a) in the case of conduct in his official
  capacity as a director of the corporation, that his conduct was in the
  corporation's best interests; and (b) in all other cases, that his conduct was
  at least not opposed to the corporation's best interests; and (3) in the case of
  any criminal proceeding, had no reasonable cause to believe his conduct was
  unlawful."
  
           The Company also maintains directors' and officers' liability
  insurance.
  
  Item 8.  Exhibits.
  
  
           4.1      Southwest Airlines Co. Excess Benefit Plan.
  
           5        Opinion of Deborah Ackerman, Associate General Counsel of
                    Southwest, re legality of securities being registered.
  
           23.1     Consent of Ernst & Young LLP, independent auditors.
  
           23.2     Consent of Deborah Ackerman, Associate General Counsel of
                    Southwest (contained in the opinion filed as Exhibit 5
                    hereto).
  
  Item 9.  Undertakings.
  
  A.       The undersigned registrant hereby undertakes:
  
           (1)   To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement.
  
           (2)   That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3)   To remove by registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
  B.       The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of
  
                                          4
  
  <PAGE>   5
  
  
  
  1933, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
  reference in the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
  C.       Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                          5
  
  <PAGE>   6
                                     SIGNATURES
  
           The Registrant. Pursuant to the requirements of the Securi ties Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned thereunto
  duly authorized in the City of Dallas, State of Texas on November 19, 1998.
  
                                                      SOUTHWEST AIRLINES CO.
  
                                                      By   /s/ Gary C. Kelly
                                                         -------------------------
                                                           Gary C. Kelly
                                                           Vice President-Finance,
                                                           Chief Financial Officer
  
           Pursuant to the requirements of the Securities Exchange Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities indicated on November 19, 1998.
  
        Signature                                            Capacity
  
  /s/ Herbert D. Kelleher                     Chairman of the Board of Directors,
  -----------------------------------         President and Chief Executive 
  Herbert D. Kelleher                         Officer
  
  /s/ Gary C. Kelly                           Vice President-Finance
  -----------------------------------         (Chief Financial and Accounting
  Gary C. Kelly                               Officer)
  
  /s/ Samuel E. Barshop                       Director
  -----------------------------------
  Samuel E. Barshop
  
  /s/ Gene H. Bishop                          Director
  -----------------------------------
  Gene H. Bishop
  
  /s/ William P. Hobby                        Director
  -----------------------------------
  William P. Hobby
  
  /s/ Travis C. Johnson                       Director
  -----------------------------------
  Travis C. Johnson
  
  /s/ R. W. King                              Director
  -----------------------------------
  R. W. King
  
  /s/Walter M. Mischer, Sr.Director
  -----------------------------------
  Walter M. Mischer, Sr.
  
  /s/ June M. Morris                          Director
  -----------------------------------
  June M. Morris
  
  /s/ C. Webb Crockett                        Director
  -----------------------------------
  C. Webb Crockett
  
  <PAGE>   7
  
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  
         EXHIBIT 
         NUMBER                 DESCRIPTION
         -------                -----------
  
  <S>               <C>
           4.1      Southwest Airlines Co. Excess Benefit Plan.
  
           5        Opinion of Deborah Ackerman, Associate General Counsel of
                    Southwest, re legality of securities being registered.
  
           23.1     Consent of Ernst & Young LLP, independent auditors.
  
           23.2     Consent of Deborah Ackerman, Associate General Counsel of
                    Southwest (contained in the opinion filed as Exhibit 5
                    hereto).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16085}]
metadata_filer: {"company-data": {"conformed-name": "SOUTHWEST AIRLINES CO", "cik": "0000092380", "assigned-sic": "4512", "irs-number": "741563240", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67631", "film-number": "98756111"}, "business-address": {"street1": "2702 LOVE FIELD DR", "city": "DALLAS", "state": "TX", "zip": "75235", "phone": "2149044000"}, "mail-address": {"street1": "PO BOX 36611", "city": "DALLAS", "state": "TX", "zip": "75235-1611"}, "former-company": {"former-conformed-name": "AIR SOUTHWEST CO", "date-changed": "19760108"}}
text: 1
                As filed with the Securities and Exchange Commission
                                on November 20, 1998
  
                                                                Reg. No. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               Registration Statement
                                        Under
                             The Securities Act of 1933
  
                               SOUTHWEST AIRLINES CO.
               (Exact name of registrant as specified in its charter)
  
           Texas                                          75-1563240
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                      Identification No.)
  
  P.O. Box 36611, Dallas, Texas                             75235-1611
  (Address of Principal Executive Offices)                  (Zip Code)
  
                               Southwest Airlines Co.
                     Southwest Airlines Co. Excess Benefit Plan
                              (Full title of the plan)
  
                                    Gary C. Kelly
                  Vice President-Finance & Chief Financial Officer
                               Southwest Airlines Co.
                                   P.O. Box 36611
                              Dallas, Texas 75235-1611
                                    214/792-4363
             (Name, address, and telephone number, including area code,
                                of agent for service)
  
                                      Copy to:
  
                                  Deborah Ackerman
                              Associate General Counsel
                               Southwest Airlines Co.
                                   P.O. Box 36611
                              Dallas, Texas 75235-1611
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------
                                                    Proposed
                                   Proposed         maximum          Amount
  Title of                         maximum          aggregate        of
  securities to     Amount to be   offering price   offering         registra-
  be registered     registered     per share(2)     price(2)         tion fee
  --------------------------------------------------------------------------------
  Deferred
  Compensation
  Obligations(1)    $6,000,000        100%         $6,000,000        $1,668
  
  --------------------------------------------------------------------------------
  
       (1) The Deferred Compensation Obligations are unsecured obligations of
       Southwest Airlines Co. to pay deferred compensation in the future in
       accordance with the terms of the Southwest Airlines Co. Excess Benefit Plan
       for a select group of eligible employees.
  
       (2) The amount to be registered is estimated solely for purposes of
       calculating the registration fee.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
           (a)   the Company's latest annual report filed pursuant to Section 13
  or 15(d) of the Securities Exchange Act of 1934;
  
           (b)   all other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 since the end of the fiscal year covered by the
  annual report referred to above; and
  
           All reports and other documents subsequently filed by the Company
  pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended, prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all securities remaining unsold, shall be deemed to be incorporated by reference
  herein and to be a part hereof from the date of filing of such reports and
  documents.
  
  Item 4.  Description of Securities.
  
           The Deferred Compensation Obligations registered hereunder (the
  "Obligations") are unsecured obligations of the Registrant to pay deferred
  compensation in the future in accordance with the terms of the Southwest
  Airlines Co. Excess Benefit Plan (the "Plan"). Southwest Airlines Co. will
  appoint an independent trustee which must be a national bank with capital and
  surplus not less than $100 million. The Plan is filed as Exhibit 4.1 to this
  Registration Statement. Such Exhibit sets forth a description of the Obligations
  and is incorporated herein by reference in its entirety in response to this Item
  4, pursuant to Rule 411(b)(3) under the Securities Act of 1933.
  
           No participant under the Plan shall have any preferred claim to, or any
  beneficial ownership interest in, any assets from which the Obligations will be
  paid. All such assets are subject to the claims of the creditors of Southwest
  Airlines Co. until they are paid to the participant in accordance with the terms
  of the Plan.
  
                                          2
  3
  
  Item 6.  Indemnification of Directors and Officers.
  
           Article VIII, Section 1 of Registrant's Bylaws provides as follows:
  
           "Right to Indemnification: Subject to the limitations and conditions as
  provided in this Article VIII, each person, who was or is made a party to, or is
  threatened to be made a party to, any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative, arbitrative or
  investigative (hereinafter called a "proceeding"), or any appeal in such a
  proceeding or any inquiry or investigation that could lead to such a proceeding,
  by reason of the fact that he (or a person of whom he is the legal
  representative) is or was a director or officer of the corporation (or while a
  director or officer of the corporation is or was serving at the request of the
  corporation as a director, officer, partner, venturer, proprietor, trustee,
  employee, agent, or similar functionary of another foreign or domestic
  corporation, partnership, joint venture, proprietorship, trust, employee benefit
  plan, or other enterprise) shall be indemnified by the corporation to the
  fullest extent permitted by the Texas Business Corporation Act, as the same
  exists or may hereafter be amended (but, in the case of any such amendment, only
  to the extent that such amendment permits the corporation to provide broader
  indemnification rights than said law permitted the corporation to provide prior
  to such amendment) against judgments, penalties (including excise and similar
  taxes and punitive damages), fines, settlements and reasonable expenses
  (including, without limitation, court costs and attorneys' fees) actually
  incurred by such person in connection with such proceeding, appeal, inquiry or
  investigation, and indemnification under this Article VIII shall continue as to
  a person who has ceased to serve in the capacity which initially entitled such
  person to indemnity hereunder; provided, however, that in no case shall the
  corporation indemnify any such person (or the legal representative of any such
  person) otherwise than for his reasonable expenses, in respect of any proceeding
  (i) in which such person shall have been finally adjudged by a court of
  competent jurisdiction (after exhaustion of all appeals therefrom) to be liable
  on the basis that personal benefit was improperly received by him, whether or
  not the benefit resulted from an action taken in such person's official
  capacity, or (ii) in which such person shall have been found liable to the
  corporation; and provided, further, that the corporation shall not indemnify any
  such person for his reasonable expenses actually incurred in connection with any
  proceeding in which he shall have been found liable for willful or intentional
  misconduct in the performance of his duty to the corporation. The rights granted
  pursuant to this Article VIII shall be deemed contract rights, and no amendment,
  modification or repeal of this Article VIII shall have the effect of limiting or
  denying any such rights with respect to actions taken or proceedings arising
  prior to any such amendment, modification or repeal. It is expressly
  acknowledged that the indemnification provided in this Article VIII could
  involve indemnification for negligence or under theories of strict liability."
  
           Article Ten of the Company's Articles of Incorporation provides that a
  director of the corporation shall not be liable to the corporation or its
  shareholders for monetary damages for an act or omission in the director's
  capacity as a director, subject to certain limitations.
  
                                          3
  4
  
           Article 2.02-1 B. of the Texas Business Corporation Act provides that,
  subject to certain limitations, "a corporation may indemnify a person who was,
  is or is threatened to be made a named defendant or respondent in a proceeding
  because the person is or was a director only if it is determined in accordance
  with Section F of this article that the person: (1) conducted himself in good
  faith; (2) reasonably believed: (a) in the case of conduct in his official
  capacity as a director of the corporation, that his conduct was in the
  corporation's best interests; and (b) in all other cases, that his conduct was
  at least not opposed to the corporation's best interests; and (3) in the case of
  any criminal proceeding, had no reasonable cause to believe his conduct was
  unlawful."
  
           The Company also maintains directors' and officers' liability
  insurance.
  
  Item 8.  Exhibits.
  
           4.1      Southwest Airlines Co. Excess Benefit Plan.
  
           5        Opinion of Deborah Ackerman, Associate General Counsel of
                    Southwest, re legality of securities being registered.
  
           23.1     Consent of Ernst & Young LLP, independent auditors.
  
           23.2     Consent of Deborah Ackerman, Associate General Counsel of
                    Southwest (contained in the opinion filed as Exhibit 5
                    hereto).
  
  Item 9.  Undertakings.
  
  A.       The undersigned registrant hereby undertakes:
  
           (1)   To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement.
  
           (2)   That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3)   To remove by registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
  B.       The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of
  
                                          4
  5
  
  1933, each filing of the registrant's annual report pursuant to Section 13(a) or
  Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
  reference in the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
  C.       Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                          5
  6
                                     SIGNATURES
  
           The Registrant. Pursuant to the requirements of the Securi ties Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned thereunto
  duly authorized in the City of Dallas, State of Texas on November 19, 1998.
  
                                                      SOUTHWEST AIRLINES CO.
  
                                                      By   /s/ Gary C. Kelly
                                                         -------------------------
                                                           Gary C. Kelly
                                                           Vice President-Finance,
                                                           Chief Financial Officer
  
           Pursuant to the requirements of the Securities Exchange Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities indicated on November 19, 1998.
  
        Signature                                            Capacity
  
  /s/ Herbert D. Kelleher                     Chairman of the Board of Directors,
  -----------------------------------         President and Chief Executive 
  Herbert D. Kelleher                         Officer
  
  /s/ Gary C. Kelly                           Vice President-Finance
  -----------------------------------         (Chief Financial and Accounting
  Gary C. Kelly                               Officer)
  
  /s/ Samuel E. Barshop                       Director
  -----------------------------------
  Samuel E. Barshop
  
  /s/ Gene H. Bishop                          Director
  -----------------------------------
  Gene H. Bishop
  
  /s/ William P. Hobby                        Director
  -----------------------------------
  William P. Hobby
  
  /s/ Travis C. Johnson                       Director
  -----------------------------------
  Travis C. Johnson
  
  /s/ R. W. King                              Director
  -----------------------------------
  R. W. King
  
  /s/Walter M. Mischer, Sr.Director
  -----------------------------------
  Walter M. Mischer, Sr.
  
  /s/ June M. Morris                          Director
  -----------------------------------
  June M. Morris
  
  /s/ C. Webb Crockett                        Director
  -----------------------------------
  C. Webb Crockett
  7
  
                                  INDEX TO EXHIBITS
  EXHIBIT 
         NUMBER                 DESCRIPTION
         -------                -----------
  4.1      Southwest Airlines Co. Excess Benefit Plan.
  
           5        Opinion of Deborah Ackerman, Associate General Counsel of
                    Southwest, re legality of securities being registered.
  
           23.1     Consent of Ernst & Young LLP, independent auditors.
  
           23.2     Consent of Deborah Ackerman, Associate General Counsel of
                    Southwest (contained in the opinion filed as Exhibit 5
                    hereto).