6-1162-RLL-941R2


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


Subject:	Letter Agreement No. 6-1162-RLL-941R1 to
		Purchase Agreement No. 1810 -
		Other Matters

This Letter Agreement amends Purchase Agreement
No. 1810 dated as of even date herewith (the Agreement)
between The Boeing Company (Boeing) and Southwest
Airlines Co. (Buyer) relating to Model 737-7H4 aircraft
(the Aircraft) and to Letter Agreement No. 6-1162-RLL-
933, as amended, entitled "Option Aircraft," relating
to the sale by Boeing and purchase by Buyer of
additional Model 737-7H4 aircraft (the Option Aircraft
and the Rollover Option Aircraft) up to a total of five
hundred forty (540) aircraft.

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

1.	Delivery Delay.

***

2.	Purchase Price - Excusable Delay/Destroyed
Aircraft.

	2.1.	If the Article 2.1 delivery month for any
Aircraft is delayed because of an excusable delay under
Article 6.1, Boeing agrees that the Aircraft Price
shall be determined as if the delayed Aircraft had been
delivered during the original Article 2.1 delivery
month.



*** 	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.



	2.2.	In the event any Aircraft is destroyed
and Boeing offers Buyer a replacement Aircraft under
Article 6.3, Boeing agrees that the Aircraft Price
shall be determined as if the replacement aircraft had
been delivered during the original Article 2.1 delivery
month of the destroyed Aircraft.

3.	Advance Payment - Repayment.

	If Boeing terminates this Agreement with respect
to any Aircraft under Article 6, Boeing hereby agrees
in addition to repaying the advance payments and
deposits (if applicable) in accordance with Article
6.6.1, to pay to Buyer ***

4.	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 the prior written consent of
Boeing, disclose this Letter Agreement or any
information contained herein to any other person or
entity, except as provided in Letter Agreement
6-1162-RLL-934, as amended.

Very truly yours,

THE BOEING COMPANY



By   /s/ Alan Mulally

Its  Attorney-in-Fact
	President
	Commercial Airplanes Group

ACCEPTED AND AGREED TO as of this

date: June 22, 2000

SOUTHWEST AIRLINES CO.



By   /s/ Herb Kelleher

Its  CEO

Southwest Airlines Co.
6-1162-RLL-941R2

P.A. No. 1810
K/SWA	SA-13