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Just what is so cool about Southwest Airlines, anyway?

After all, there are no frills - not even in-flight entertainment, unless you count the occasional wacky flight attendant. And there are no assigned seats.

But that simple formula - plus an uncanny ability to offer lower fares than almost any other airline - has made Southwest one of the most popular airlines around.

"It's got a simple model, simple pricing, and many consumers seem to like that," said airline analyst Raymond Neidl of Calyon Securities. Not to mention a reputation for great customer service and punctuality.

All of this while growing from a commuter airliner in Texas in the 1970s to one of the country's largest domestic carriers.

Herb Kelleher, who, with Rollin King, drew up the plan of Southwest Airlines on a cocktail napkin, is widely recognized as the person who put his charismatic stamp on the company's culture.

This reporter met Kelleher, now chairman of the board, in the mid-1980s, when Southwest was offering round-trip fares for less than $100 between many Western cities, including Denver and Albuquerque.

Above all, he stressed treating employees well, saying that if one does that then they'll in turn take good care of the customers.

"Even as a large carrier, they've been able to continue that, which is truly impressive," said George Hamlin, a Washington, D.C.-area aviation analyst and historian.

Southwest, for example, believes layoffs are counterproductive and only short-term antidotes to profit pressures.

Employees reflect Southwest's relaxed culture, dressing for holidays such as Halloween, adding comedy to announcements and playing games to keep passengers occupied during delays.

"There's the famous Southwest toilet paper race," Hamlin said. "Passengers pass the roll as fast as they can from front to back without breaking it."

During a "modest, well-explained" delay in Cleveland, Hamlin remembers Southwest offering a free trip voucher to passengers who had a picture of their mother-in-law in their wallet. "And someone produced one," Hamlin marveled.

But Southwest also has a serious, feisty side, one rooted in its beginnings where, in David vs. Goliath style, it fought off legal challenges by Braniff, American Airlines and others for years just to survive.

"Most people think of us as this flamboyant airline," Kelleher told Fortune magazine in 2001, "but we're really very conservative from the fiscal standpoint. . . . We never got dangerously in debt and never let costs get out of hand."

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