SOUTHWEST AIRLINES CO
10-Q, EX-10.1, 2000-11-02
AIR TRANSPORTATION, SCHEDULED
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6-1162-KJJ-150


Southwest Airlines Co.
P.O. Box 36611 - Love Field
Dallas, Texas  75235

Subject:	Letter Agreement No. 6-1162-KJJ-150
		Purchase Agreement No. 1810 - ***

Reference:	Letter dated March 27, 2000, John
		Hayhurst to Jim Wimberly


This letter Agreement amends Purchase Agreement No.
1810 dated January 19, 1994 (the Agreement) between The
Boeing Company (Boeing) and Southwest Airlines Co.
(Buyer) relating to Model 737-7H4 aircraft (the
Aircraft).

All terms used herein and in the Agreement, and not
defined herein, will have the same meaning as in the
Agreement.

1. ***

	1.1  ***

	1.2  ***






*** 	Pursuant to 17 CFR, 240.24b-2, confidential
information has been omitted and has been filed
separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment
Application filed with the Commission.


2.	Confidential Treatment.

Buyer understands that certain commercial and financial
information contained in this Letter Agreement is
considered by Boeing as confidential.  Buyer agrees
that it will treat this Letter Agreement and the
information contained herein as confidential and will
not, without prior written consent of Boeing disclose
this Letter Agreement, except as provided in Letter
Agreement 6-1162-RLL-934, as amended.

Very truly yours,

THE BOEING COMPANY

By  /s/ R. H. Hayhurst

Its  Attorney-in-Fact



ACCEPTED AND AGREED TO as of this
Date: October 14, 2000

SOUTHWEST AIRLINES CO.


By  /s/ Laura Wright

Its  Treasurer


6-1162-KJJ-150

P.A.  No. 1810	SA-14


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