6-1162-RLL-932R2


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

Subject:	Letter Agreement No. 6-1162-RLL-932R2 to
		Purchase Agreement No. 1810 - ***

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 and not defined herein will have the
same meaning as in the Agreement.

1.	Planning Meeting.

	Boeing will assist Buyer in the introduction of
the Aircraft by providing to Buyer ***.  Promptly after
execution of the Agreement ***, Boeing Airline
Promotion will meet with Buyer's designated
representatives to discuss the extent, selection and
scheduling ***.

2.	***

3.	Additional Support.

	Additional promotional support may be provided
by Boeing subject to the parties reaching mutual
agreement as to the type of services, timing and price.





*** 	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.

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-932R2
P.A. No. 1810
K/SWA