SOUTHWEST AIRLINES CO
10-Q, 1995-11-14
AIR TRANSPORTATION, SCHEDULED
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<PAGE>

	       SECURITIES AND EXCHANGE COMMISSION
		     WASHINGTON, D.C. 20549

			   FORM 10-Q

(Mark One)
  X  QUARTERLY  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF  THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
September 30, 1995     OR

____TRANSITION  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF  THE
SECURITIES  EXCHANGE ACT OF 1934 FOR THE TRANSITION  PERIOD  FROM
________ TO ________


Commission file No. 1-7259

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

	   TEXAS                             74-1563240
(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)

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


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes    X     No        .

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

     Number of shares of Common Stock outstanding as of the close
     of business on November 10, 1995:

                			    143,931,917
				
<PAGE>                                
<PAGE>
                                

             		     SOUTHWEST AIRLINES CO.
			                   FORM 10-Q
	        	 Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
	        	       Southwest Airlines Co.
	         CONDENSED CONSOLIDATED BALANCE SHEET
			               (in thousands)
			                 (unaudited)
<TABLE>                                
<CAPTION>
                                   					   September 30,      December 31, 
					                                          1995              1994
<S>                                       <C>               <C>           
ASSETS                                         
Current assets:
  Cash and cash equivalents                  $365,757           $174,538
  Accounts receivable                         120,257             75,692
  Inventories of parts and supplies            38,157             37,565
  Prepaid expenses and other                   39,761             27,103

     Total current assets                     563,932            314,898

Property and equipment:
 Flight equipment                           2,869,100          2,564,551
 Ground property and equipment                426,591            384,501
 Deposits on flight equipment
     purchase contracts                       343,374            393,749
                                   					    3,639,065          3,342,801
  Less allowance for depreciation             958,284            837,838
					                                       2,680,781          2,504,963
Other assets                                    3,555              3,210

                                   					   $3,248,268         $2,823,071
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:   
 Accounts payable                            $148,062           $117,599
 Accrued liabilities                          299,976            288,979
 Air traffic liability                        181,805            106,139
 Income taxes payable                           3,211               -
 Current maturities of long-term debt          13,711              9,553

     Total current liabilities                646,765            522,270

Long-term debt less current maturities        671,066            583,071
Deferred income taxes                         273,717            232,850
Deferred gains from sale and leaseback
  of aircraft                                 252,029            217,677
Other deferred liabilities                     22,553             28,497
Stockholders' equity:
 Common stock                                 143,865            143,256
 Capital in excess of par value               159,612            151,746
 Retained earnings                          1,078,661            943,704

     Total stockholders' equity             1,382,138          1,238,706
                                   					   $3,248,268         $2,823,071

</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
                       
<PAGE>
	 
		     Southwest Airlines Co.
	   CONDENSED CONSOLIDATED STATEMENT OF INCOME
	     (in thousands except per share amounts)
			   (unaudited)
<TABLE>
<CAPTION>                                
			                           Three months ended       Nine months ended
			                             September 30,               September 30,   
			                            1995      1994           1995           1994  
<S>                      <C>        <C>           <C>              <C>
Operating revenues:
  Passenger                $735,275    $661,623     $2,042,378       $1,896,604
  Freight                    16,160      13,052         47,165           39,071
  Other                      13,540      10,614         34,636           30,082
     Total operating
	revenues                  $764,975     685,289      2,124,179        1,965,757

Operating expenses:
  Salaries, wages, and
     benefits               223,585     195,799        644,415          563,637
  Fuel and oil               92,034      82,652        264,090          231,139
  Maintenance materials
     and repairs             55,729      48,296        159,982          141,939    
  Agency commissions         31,623      33,675         92,368          103,298
  Aircraft rentals           44,229      32,961        124,709           94,988
  Landing fees and other
     rentals                 41,803      37,619        121,779          110,607
  Depreciation               38,826      36,298        114,382          102,588
  Other operating expenses  123,048     116,279        361,522          337,971
     Total operating
       expenses             650,877     583,579      1,883,247        1,686,167

Operating income            114,098     101,710        240,932          279,590

Other expenses (income):
  Interest expense           15,038      13,102         43,811           40,234
  Capitalized interest       (8,255)     (6,582)       (25,155)         (18,398)
  Interest income            (6,849)     (1,792)       (14,259)          (5,937)
  Nonoperating losses
     (gains), net               (51)       (146)         1,485             (131)
     Total other expenses      (117)       4,582         5,882           15,768

Income before income taxes   114,215      97,128       235,050          263,822
Provision for income taxes    46,498      38,509        95,783          104,834

Net income                   $67,717     $58,619      $139,267         $158,988

Weighted average common
   and common equivalent
   shares outstanding        151,647     147,320       148,509          147,432
Net income per common and
   common equivalent share      $.45        $.40          $.94            $1.08

</TABLE>
See accompanying notes.
<PAGE>
<PAGE>                                
				
		     Southwest Airlines Co.
	 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
			 (in thousands)
			   (unaudited)
<TABLE>
<CAPTION>                                
                                Three months ended       Nine months ended
                                   September 30,           September 30,
                              				1995       1994           1995     1994
<S>                        <C>          <C>         <C>          <C>
Net cash provided by  
 operating activities         $49,720      $82,097     $347,923     $334,251
Investing activities:
 Net purchases of property
     and equipment           (213,855)    (240,485)     (572,141)   (613,946)

Financing activities:
 Issuance of long-term debt     -             -           98,811        -
 Payment of long-term debt
     and capital lease
     obligations               (2,731)      (2,865)       (7,758)    (62,369)
 Payment of cash
     dividends                 (1,438)      (1,432)       (5,741)     (4,290)
 Proceeds from aircraft sale
     and leaseback
     transactions             130,000      315,000       321,650     315,000
  Proceeds from Employee
     stock plans                3,163        2,032         8,475       6,697

Net cash provided by
     financing activities     128,994      312,735       415,437     255,038

Net increase (decrease) in
     cash and cash
     equivalents              (35,141)     154,347       191,219     (24,657)
Cash and cash equivalents at
     beginning of period      400,898      116,567       174,538     295,571

Cash and cash equivalents at
     end of period           $365,757     $270,914      $365,757    $270,914

Cash payments for:
  Interest, net of amount
     capitalized              $14,270      $13,109       $25,381     $29,716

  Income taxes                $44,449      $26,764       $52,276     $64,274
</TABLE>
			   
See accompanying notes.
<PAGE>
<PAGE>


		     SOUTHWEST AIRLINES CO.
      Notes to Condensed Consolidated Financial Statements
				
      1.    Basis  of  presentation - The accompanying  unaudited
condensed consolidated financial statements have been prepared in
accordance  with  generally  accepted accounting  principles  for
interim  financial information and with the instructions to  Form
10-Q  and Article 10 of Regulation S-X. Accordingly, they do  not
include  all  of  the  information  and  footnotes  required   by
generally  accepted accounting principles for complete  financial
statements.     The  condensed consolidated financial  statements
for the interim periods ended September 30, 1995 and 1994 include
all adjustments (which include only normal recurring adjustments)
which  are,  in the opinion of management, necessary for  a  fair
presentation  of the results for the interim periods.   Operating
results for the three and nine month periods ended September  30,
1995  are not necessarily indicative of the results that  may  be
expected  for  the  year ended December 31,  1995.   For  further
information,  refer to the consolidated financial statements  and
footnotes  thereto included in the Southwest Airlines Co.  annual
report on Form 10-K for the year ended December 31, 1994.

      2.    Dividends  -  During the three  month  periods  ended
September 30, 1995, June 30, 1995, March 31, 1995, September  30,
1994,  June 30, 1994 and March 31, 1994,  dividends of $.01  were
declared    on   the   143,840,928,   143,648,993,   143,411,223,
143,141,181,  143,042,383 and 142,856,850 shares of common  stock
then outstanding, respectively.

      3.   Long-term debt - During March 1995, the Company issued
$100  million  of  8%  senior unsecured  notes  due  March  2005.
Interest  on  the Notes is payable semi-annually on March  1  and
September 1, commencing September 1, 1995.  The Notes may not  be
redeemed prior to maturity.

      4.    Leases  -  During  third quarter  1995,  the  Company
completed  transactions for the sale and leaseback  of  four  new
Boeing  737  aircraft.  The lease terms, which  require  periodic
lease  payments  through  January 2019, increased  the  Company's
commitments for operating leases by $236.5 million.

      5.    Reclassifications - Certain prior year  amounts  have
been reclassified for comparison purposes.
<PAGE>
<PAGE>

Item 2.   Management's Discussion and Analysis of  Results of
	  Operations and Financial Condition

Comparative Consolidated Operating Statistics

      Relevant operating statistics for the three and nine  month
periods ended September 30, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
		                   	  Three months ended              Nine months ended
			                         September 30,               September 30,
                       			     1995         1994          1995         1994
<S>                      <C>           <C>           <C>         <C>     
Revenue passengers
     carried                11,682,228    11,254,033   33,299,341   31,947,498
Revenue passenger miles
     (RPMs) (000s)           6,252,006     5,718,949   17,450,334   16,215,299
Available seat miles
     (ASMs) (000s)           9,216,522     8,298,603   26,663,719   23,632,900
Load factor                       67.8%         68.9%        65.4%        68.6%
Average length of
     passenger haul                535           508          524          508
Trips flown                    174,312       161,415      508,107      460,881
Average passenger fare          $62.94        $58.79       $61.33       $59.37
Passenger revenue yield
     per RPM                    $.1176        $.1157       $.1170       $.1170
Operating revenue yield
     per ASM                    $.0830        $.0826       $.0797       $.0832
Operating expenses per ASM      $.0706        $.0703       $.0706       $.0713
Average fuel cost per gallon    $.5460        $.5415       $.5404       $.5309
Number of employees at
     period-end                 19,748        16,417       19,748       16,417
Size of fleet at period-end        219           195          219          195

</TABLE>
Material Changes in Results of Operations

       Consolidated  net  income  for  the  three  months   ended
September  30,  1995 was $67.7 million ($.45 per share)  compared
with $58.6 million ($.40 per share) earned in third quarter 1994.
<PAGE>
<PAGE>

      Consolidated operating revenues increased 11.6 percent  for
the  third  quarter of 1995 and 8.1 percent for the  nine  months
ended  September  30,  1995,  as compared  to  the  corresponding
periods  of  the  prior year, primarily as a result  of  an  11.1
percent  and  7.7 percent increase, respectively, in consolidated
passenger revenues.  The increase in passenger revenues  resulted
from  a 9.3 percent and 7.6 percent increase in revenue passenger
miles (RPMs) for the three and nine month periods ended September
30,  1995,  respectively, coupled with  a  7.1  percent  and  3.3
percent  increase  in  average passenger  fare  over  these  same
periods.

      Available seat miles (ASMs) increased 11.1 percent and 12.8
percent  in  third quarter 1995 and the nine month  period  ended
September  30, 1995, respectively, resulting in load  factors  of
67.8  percent  and  65.4  percent for these  same  periods.   The
passenger  revenue yield per RPM increased 1.6 percent to  $.1176
for  the  three months ended September 30, 1995 and was flat  for
the nine months ended September 30, 1995.

     The third quarter 1995 load factor and revenue yield per RPM
remained strong compared to second quarter 1995 results  of  67.1
percent  and  $.1185, respectively, primarily due to modest  fare
increases  and  an  enhanced fare structure.  Bookings  were  not
strong for October travel.   The October 1995 load factor of 60.0
percent  was 5.0 points below year ago levels, which were heavily
stimulated  by sales and promotional activities.  Yield  per  RPM
was almost 13 percent higher in October 1995 versus October 1994,
however.   With respect to the revenue outlook for the  remainder
of  the  fourth quarter 1995, we recently launched  a  sale  with
strong customer response.  November and December load factors may
still  lag behind year ago levels.  Yield per RPM should continue
to  exceed  year ago levels, although at a lower rate  of  growth
than October 1995.

      Consolidated freight revenues increased 23.8 percent in the
third  quarter of 1995 and 20.7 percent for the nine months ended
September  30, 1995 as compared to the same periods of the  prior
year, primarily due to increased capacity, as well as an increase
in  air  freight and United States mail services.  Other revenues
increased 27.6 percent in the third quarter 1995 and 15.1 percent
for  the nine months ended September 30, 1995, primarily  due  to
increased charter and inflight service revenues.
<PAGE>
<PAGE>

      Operating  expenses per ASM increased 0.4 percent  for  the
three  months and decreased 1.0 percent for the nine months ended
September 30, 1995 as follows:


		    Southwest Airlines Co.
	    Consolidated Operating Expenses per ASM
		(in cents except percent change)
<TABLE>
<CAPTION>

                                     					 Three months ended              
					                                        September 30,                    
						                                                 Increase Percent   
				                                    1995     1994  (decrease) change 
<S>                                   <C>    <C>      <C>     <C>
Salaries, wages, and benefits           2.12    2.10     .02       1.0  
Profitsharing and Employee
    savings   plans                      .30     .26     .04      15.4 
Fuel and oil                            1.00    1.00       -        - 
Maintenance materials
   and repairs                           .61     .58     .03       5.2  
Agency commissions                       .34     .40    <.06>    <15.0>
Aircraft rentals                         .48     .40     .08      20.0
Landing  fees  and  other  rentals       .45     .45      -         -
Depreciation                             .42     .44    <.02>     <4.5> 
Other operating expenses                1.34    1.40    <.06>     <4.3>        
     Total                              7.06    7.03     .03       0.4
</TABLE>
<TABLE>
<CAPTION>
					                                  Nine Months ended 
						                                    September 30, 
						                                                Increase   Percent 
                           				       1995    1994   (decrease) (change)

<S>                                  <C>     <C>      <C>       <C>
Salaries, wages,and benefits            2.18    2.13     .05       2.3
Profitsharing and Employee 
     savings plans                       .24     .25    <.01>     <4.0>   
Fuel and oil                             .99     .98     .01       1.0 
Maintenance materials
      and repairs                        .60     .60      -         -     
Agency commissions                       .35     .44    <.09>    <20.5>  
Aircraft rentals                         .47     .40     .07      17.5
Landing fees and other rentals           .45     .47    <.02>     <4.3> 
Depreciation                             .43     .43      -         - 
Other operating expenses                1.35    1.43    <.08>     <5.6> 
     Total                              7.06    7.13    <.07>     <1.0>     

</TABLE>
<PAGE>
<PAGE>

      Profitsharing  and Employee savings plans expense  per  ASM
increased  15.4  percent  for the three  months  ended  September
30,1995   and  decreased 4.0 percent for the  nine  months  ended
September 30, 1995, respectively, as compared to the same periods
of  the prior year primarily due to corresponding fluctuations in
operating  income per ASM and increased Company contributions  to
Employee  savings  plans for noncontract Employees and certain
Employee groups covered  by collective bargaining agreements.

     Fleet service employees are subject to an agreement with the
Ramp,  Operations  and  Provisioning  Association,  which  became
amendable  in  December  1994  and  is  currently  in  mediation.
Southwest's  mechanics and related employees are  subject  to  an
agreement   with  the  International  Brotherhood  of  Teamsters,
Chauffeurs,  Warehousemen and Helpers of America (the Teamsters),
which  became amendable August 16, 1995.  Southwest is  currently
in negotiations with the Teamsters for a new contract.

	   Fuel  and  oil expense per ASM has remained relatively
flat  year  over year due to the stability of fuel  prices.   The
average price paid for fuel during the first nine months of  1995
increased only 1.8 percent over the corresponding period of 1994.
Since  the  end of third quarter 1995, fuel prices have  averaged
approximately $.57 per gallon.


      Agency  commissions per ASM decreased by 15.0  percent  and
20.5  percent  for the three month and nine month  periods  ended
September  30, 1995, as compared to the corresponding periods  of
1994.  As a result of 1994 and first quarter 1995 enhancements to
Southwest's  ticket  delivery systems for  direct  Customers,  as
described  below,  the  travel agency sales  mix  decreased  from
approximately  52  percent  of total  passenger  sales  in  third
quarter  1994 to 43 percent in third quarter 1995.   The  Company
expects  to  maintain  this travel agency  sales  mix  in  fourth
quarter 1995.

      In  response  to  actions  taken  by  our  competitor-owned
reservations systems, we reduced our operating costs and enhanced
our  ticket  delivery  systems by developing  our  own  Southwest
Airlines Air Travel ("SWAT") system, allowing high-volume  travel
agents direct access to reservations; introduced overnight ticket
delivery  for  travel  agents; reduced to  three  the  number  of
advanced  days  reservations required for overnight  delivery  of
tickets  to  customers  (Ticket  By  Mail);  developed  our   own
Ticketless  system, which was rolled out system-wide  on  January
31, 1995; and effective March 30, 1995, subscribed to a new level
of  service  with  SABRE  that allows SABRE  travel  agencies  to
electronically   pursue   other  cost-effective   solutions   for
automating non-SABRE travel agency bookings.
<PAGE>
      Aircraft  rentals per ASM increased 20.0 percent  and  17.5
percent for the three and nine month periods ended September  30,
1995,  compared  to  the  corresponding  periods  of  1994.   The
increase  was  primarily due to the sale/leaseback  financing  of
four  aircraft during third quarter 1995 and six aircraft  during
second  quarter 1995 with long-term operating leases and a higher
percentage of the fleet consisting of leased aircraft.

      Other operating expenses per ASM decreased 4.3 percent  and
5.6  percent for the three and nine month periods ended September
30,  1995, respectively.  These decreases were primarily  due  to
operating  efficiencies resulting from the transition  of  Morris
operational  functions  to  Southwest, commencing  first  quarter
1994.

 Other expenses (income) for the three months and nine months ended
September 30, 1995 included  interest  expense, capitalized interest,
interest  income,  and nonoperating gains and  losses.   Interest
expense increased in the first nine months of 1995 as compared to
the  first nine months of 1994 due to the March 1995 issuance  of
$100  million of 8 percent senior unsecured Notes due March 2005.
Capitalized interest increased for the three month and nine month
periods  ended  September  30, 1995  as  a  result  of  increased
aircraft progress payments as compared to the same periods of the
prior  year.   Interest income increased for the three  and  nine
months  ended  September  30, 1995 due to  higher  invested  cash
balances and higher short-term interest rates.

      We expect our unit costs to increase in fourth quarter 1995
versus  fourth quarter 1994, due to reduced aircraft  utilization
and  a  4.3  cent per gallon jet fuel tax that went  into  effect
October  1.  Although efforts are underway in Congress  to  defer
imposition of the tax for two years, our industry's previous  two
year  tax exemption expired, by its term, on October 1, 1995  and
the  tax will be collected, as of that date, even if only  on  an
interim basis.

Material Changes in Financial Condition

      Net cash provided by operating activities was $49.7 million
for  the  three  months ended September 30, 1995.   During  third
quarter  1995,  the  Company generated $130.0  million  from  the
sale/leaseback  of four Boeing 737 aircraft.  During  the  twelve
months  ended  September 30, 1995, cash  of  $424.9  million  was
provided  from  operations.   This cash  was  primarily  used  to
finance   aircraft-related  expenditures  and   provide   working
capital.

      For the twelve months ended September 30, 1995, net capital
expenditures  were $746.8 million, which were primarily  for  the
purchase of 20 new and one used 737-300 aircraft, which had  been
previously  leased  by Morris, and progress payments  for  future
aircraft deliveries.

      As  of September 30, 1995, the Company had authority by its
Board  of  Directors to purchase 3,750,000 shares of  its  common
stock from time to time on the open market.  No shares have  been
purchased pursuant to this authority since 1990.

     The Company's contractual commitments at September 30, 1995,
consist  primarily  of  scheduled  aircraft  acquisitions.  These
contractual commitments were affected by third quarter amendments
to  certain  aircraft purchase contracts, which  modified  future
progress payments.  Seven 737-300s are scheduled for delivery  in
the  remainder of 1995, 18 in 1996, and 13 in 1997. Four 737-700s
are scheduled for delivery in 1997, 16 in 1998, 16 in 1999, 15 in
2000,  and  12 in 2001.  In addition, the Company has options  to
purchase up to eight 737-300s in 1997 and up to sixty-three  737-
700s during 1998-2004.  The Company has the option, which must be
exercised  two years prior to the contractual delivery  date,  to
substitute  737-600s  or  737-800s  for  the  737-700s  delivered
subsequent   to   1999.  Aggregate  funding  needed   for   these
commitments  is approximately $2,609.4 million at  September  30,
1995  due  as follows: $136.3 million in 1995; $429.3 million  in
1996;  $468.0  million in 1997; $447.0 million  in  1998;  $551.3
million  in  1999; $351.0 million in 2000; and $226.5 million  in
2001.   Additionally, the Company currently intends  to  exercise
eight  of its 1997 purchase options, which would increase funding
requirements by $7.5 million in 1995, $22.7 million in 1996,  and
$220.1 million in 1997.

      Boeing  is currently experiencing a work stoppage affecting
approximately 32,500 machinists and aerospace workers  which  may
impact future aircraft deliveries. The Company has received three
of  its  seven  scheduled fourth quarter aircraft deliveries  and
anticipates  receiving two additional deliveries  prior  to  year
end.   At  this  point, we do not know when we will  receive  our
remaining  fourth  quarter deliveries or what impact  the  strike
might  have on 1996  deliveries.  In any event, we do not believe
the  Boeing  strike will have a material adverse  effect  on  our
fourth quarter 1995 flight schedule.

      The  Company  has  various options available  to  meet  its
capital  and  operating commitments, including cash  on  hand  at
September  30,  1995  of  $365.8  million,  and  a  $460  million
revolving  credit  line with a group of banks. In  addition,  the
Company will also consider various external financing options  to
maximize earnings and cash flows and to maintain a strong capital
structure.
<PAGE>
<PAGE>
				
		   PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

		The Company has received examination reports from
	  the   Internal   Revenue  Service   proposing   certain
	  adjustments to Southwest's income tax returns for  1987
	  through 1991.  The adjustments relate to certain  types
	  of  aircraft  financings consummated by  Southwest,  as
	  well  as other members of the aviation industry, during
	  that  time  period.   Southwest intends  to  vigorously
	  protest  the  adjustments made with which it  does  not
	  agree.  The industry's difference with the IRS involves
	  complex issues of law and fact which are likely to take
	  a  substantial  period of time to resolve.   Management
	  believes that final resolution of such protest will not
	  have  a  materially adverse effect upon the results  of
	  operations of Southwest.

Item 2.   Changes in Securities

	  None

Item 3.   Defaults upon Senior Securities

	  None

Item 4.   Submission of Matters to a Vote of Security Holders

	  None to be reported.

Item 5.   Other Information

	  None

Item 6.   Exhibits and Reports on Form 8-K

	  a)   Exhibits

	       (11.1)  Computation of Earnings Per Share

			 (27)  Financial Data Schedule

	  b)   Reports on Form 8-K

			  The  following report on Form  8-K  was
	       filed during
			 the quarter.
			  Form 8-K dated September 20, 1995 filed
	       for  the  purpose of filing certain  documents  in
	       connection  with,  and incorporated  by  reference
	       into,  Southwest  Airlines Company's  Registration
	       Statement on Form
			  S-3  (File  No. 33-59113), as  declared
	       effective  on  May 9, 1995 and Southwest  Airlines
	       Company's Registration Statement on Form S-3 (File
	       No.  33-54587), as declared effective on July  21,
	       1994,   relating  to  Pass  Through  Certificates,
	       series 1995-A.
<PAGE>                                


			   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.

<TABLE>
<S>                              <C>
November 13, 1995                 /s/ Gary C. Kelly
Date                              Gary C. Kelly
                                  Vice President - Finance and
				                              Chief Financial Officer
				                             (Principal Financial and
			                               Accounting Officer)
</TABLE>
				
			INDEX TO EXHIBITS
<TABLE>
<CAPTION>                                
Exhibit
Number                      Exhibit

<S>                 <C>       
(11.1)                Computation of Earnings Per Share
(27)                  Financial Data Schedule

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         365,757
<SECURITIES>                                         0
<RECEIVABLES>                                  120,257
<ALLOWANCES>                                         0
<INVENTORY>                                     38,157
<CURRENT-ASSETS>                               563,932
<PP&E>                                       3,639,065
<DEPRECIATION>                                 958,284
<TOTAL-ASSETS>                               3,248,268
<CURRENT-LIABILITIES>                          646,765
<BONDS>                                              0
<COMMON>                                       143,865
                                0
                                          0
<OTHER-SE>                                   1,238,273
<TOTAL-LIABILITY-AND-EQUITY>                 3,248,268
<SALES>                                              0
<TOTAL-REVENUES>                             2,042,378
<CGS>                                                0
<TOTAL-COSTS>                                1,883,247
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              43,811
<INCOME-PRETAX>                                235,050
<INCOME-TAX>                                    95,783
<INCOME-CONTINUING>                            139,267
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   139,267
<EPS-PRIMARY>                                      .94
<EPS-DILUTED>                                      .94
        

</TABLE>

<PAGE>

			EXHIBIT (11.1)
			Page 1 of 4
				     Southwest Airlines Co.
			       Computation of Earnings Per Share
			For the Three Months Ended September 30, 1995
<TABLE>
 
									                                                           	Fully
                                           							Primary            Diluted

<S>                                             <C>               <C>
Weighted average shares outstanding                 143,791,540        143,791,540

Shares issuable upon exercise of outstanding
  stock options (treasury stock method)               7,855,352          7,856,359


Weighted average common and common
  equivalent shares                                 151,646,892        151,647,899


Earnings for per share computations                 $67,717,000        $67,717,000


Earnings per common and common equivalent share         $0.45           $0.45

</TABLE>
<PAGE>
<PAGE>

			EXHIBIT (11.1)
			Page 2 of 4
<TABLE>
<CAPTION>

					    Southwest Airlines Co.
				      Computation of Earnings Per Share
			       For the Three Months Ended September 30, 1994


									                                                      		Fully
                                          							Primary         Diluted
<S>                                             <C>             <C> 
Weighted average shares outstanding             143,110,112       143,110,112

Shares issuable upon exercise of outstanding
  stock options (treasury stock method)           4,209,683          4,209,683


Weighted average common and common
  equivalent shares                             147,319,795        147,319,795


Earnings for per share computations             $58,619,000        $58,619,000


Earnings per common and common equivalent          $0.40            $0.40
share
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
			EXHIBIT (11.1)
			Page 3 of 4

					   Southwest Airlines Co.
				   Computation of Earnings Per Share
			    For the Nine Months Ended September 30, 1995


									                                                        		Fully
                                           							Primary          Diluted
<S>                                                <C>            <C> 
Equivalent shares outstanding at March 31,1995      146,532,231    146,532,231

Equivalent shares outstanding at June 30, 1995      147,347,541    147,466,666

Equivalent shares outstanding at
September 30, 1995                                  151,646,892    151,647,899


Total shares outstanding                            445,526,664    445,646,796


Average number of equivalent shares outstanding     148,508,888    148,548,932

Earnings for per share computations                $139,267,000   $139,267,000

Earnings per common and common equivalent share           $0.94        $0.94

</TABLE>
 
<PAGE>

<TABLE>
<CAPTION>
			EXHIBIT (11.1)
			Page 4 of 4

					Southwest Airlines Co.
				  Computation of Earnings Per Share
			     For the Nine Months Ended September 30, 1994

									                                                            		Fully
                                        							      Primary           Diluted
<S>                                                 <C>          <C>
Equivalent shares outstanding at March 31, 1994      147,600,272   147,601,742

Equivalent shares outstanding at June 30, 1994       147,374,478   147,374,478

Equivalent shares outstanding at September 30,1994   147,319,795   147,319,795

Total shares outstanding                             442,294,545   442,296,015

Average number of equivalent shares outstanding      147,431,515   147,432,005

Earnings for per share computations                 $158,988,000   $158,988,000

Earnings per common and common equivalent share          $1.08        $1.08
</TABLE>


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