Exhibit 10.1

                              AMENDMENT NO. 3 TO THE
                    SOUTHWEST AIRLINES CO. PROFIT SHARING PLAN


      Pursuant to the authority of the Board of Directors of Southwest
Airlines Co., and the provisions of Article XVII thereof, the Southwest
Airlines Co. Profit Sharing Plan is hereby amended, effective as of January
1, 2001, in the following respect only:

      Article II, Subsection 2.1(c), the first sentence, is hereby amended to
      read as follows:

              "(c)  Annual Compensation:  The total amounts paid by the
              Company or any Eligible Affiliate to an Employee as
              remuneration for personal services rendered during each Plan
              Year, including expense allowances (to the extent includible
              in the gross income of the Employee) and any amounts not
              includible in the gross income of the Employee pursuant to
              Sections 125, 402(g)(1) or 132(f)(4) of the Code, but excluding
              director's fees, expense reimbursements and nontaxable expense
              allowances, prizes and awards, items of imputed income,
              contributions made by the Company under this Plan or any
              other employee benefit plan or program it maintains, such as
              group insurance, hospitalization or like benefits, amounts
              realized or recognized from qualified or nonqualified stock
              options or when restricted stock or property held by the
              Employee either becomes freely transferable or is no longer
              subject to a substantial risk of forfeitures, and amounts, if
              any, paid to an Employee in lieu of a Company Contribution to
              this Plan in the event that such Company Contribution would
              constitute an annual addition, as defined in Section 415(c)(2)
              of the Code, in excess of the limitations under Section 415(c)
              of the Code.  "

      IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing instrument comprising Amendment No. 3 to the Southwest Airlines Co.
Profit Sharing Plan, the Company has caused these presents to be duly
executed in its name and behalf by its proper officers thereunto duly
authorized the 10th day of February, 2003.


                                  SOUTHWEST AIRLINES CO.
ATTEST:

/s/ Deborah Ackerman              By: /s/ James F. Parker
Deborah Ackerman                          James F. Parker
Assistant Secretary                       Chief Executive Officer

STATE OF TEXAS          Section
                        Section
COUNTY OF DALLAS        Section

      SWORN TO AND SUBSCRIBED before me on the 10th day of February, 2003, by
James F. Parker.
<Page>

                                  /s/ Marilyn Strickland
                                  Notary Public in and for the State of Texas

My Commission Expires:

May 31, 2005