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): July 15, 2004

                            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, Dallas, Texas                         75235-1611
 (Address of principal executive offices)                 (Zip Code)


      Registrant's telephone number, including area code (214) 792-4000



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
















Item 5.  Other Events and Regulation FD Disclosure.

         On July 15, 2004, the Registrant issued a press release announcing
that its Vice Chairman of the Board and CEO, James F. Parker had retired,
effective July 15, 2004.  Mr. Parker is succeeded by the Company's Executive
Vice President - Chief Financial Officer, Gary Kelly, who is in turn succeeded
by Laura Wright, the Company's Vice President - Finance and Treasurer.  The
press release is furnished herewith as Exhibit 99.2 and is incorporated hereby
by reference.

Item 12.  Results of Operations and Financial Condition.

            On July 15, 2004, the Registrant issued a press release
announcing its financial results for the second quarter of 2004.  The press
release is furnished herewith as Exhibit 99.1 and is incorporated herein by
reference.

    The information furnished in Items 5 and 12 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any filing under the
Securities Exchange Act of 1933, as amended, regardless of any general
incorporation language in such filing, except as shall be expressly set forth
by specific reference in such filing.

                                  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
                                                    Chief Executive Officer and
                                                    Vice Chairman of the Board
                                                    of Directors


Date: July 15, 2004




























                             INDEX TO EXHIBITS

       Exhibit
         No.                               Exhibit
            
        99.1    Registrant's Second Quarter 2004 Earnings Release.

        99.2    Press release announcing Executive Changes.