Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2008, the Board of Directors (the "Board") of Southwest Airlines Co. (the "Company") appointed John G. Denison and Daniel D. Villanueva to serve as members of the Board.

An airline industry veteran, Mr. Denison previously served in an executive capacity with Global Aero Logistics Inc. ("Global"), an airline holding company, including as its Chairman of the Board. The Board has appointed Mr. Denison to serve on its Audit and Nominating and Corporate Governance Committees.

Mr. Villanueva is a partner in RC Fontis, a California-based private equity firm, and previously served as Managing Partner of Bastion Capital Corporation, a private equity investment fund. The Board has appointed Mr. Villanueva to serve on its Compensation Committee.

For their service as non-employee Board and Committee members, Mr. Denison and Mr. Villanueva will participate in the non-employee director compensation arrangements described in the Company's 2008 Proxy Statement. In addition, pursuant to the Company's 2007 Equity Incentive Plan, on November 20, 2008, Mr. Denison and Mr. Villanueva were each granted a non-qualified option to purchase 10,000 shares of the Company's common stock at an exercise price of $7.76. Such options will vest with respect to one-third of the shares covered thereby annually, beginning on the first anniversary of the date of grant, and will expire ten years from the date of grant.

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