THE PURPOSE OF THIS AMENDMENT IS TO ATTACH THE FINANCIAL DATA SCHEDULE.

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                                                           
                                FORM 10-Q/A

                                AMENDMENT 1

(Mark One)

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995

                                    OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM __________ TO __________

                       Commission File Number 0-9781

                        CONTINENTAL AIRLINES, INC.
          (Exact name of registrant as specified in its charter)

          Delaware                                   74-2099724
  (State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)                Identification No.)

                            2929 Allen Parkway
                           Houston, Texas  77019
                  (Address of principal executive office)
                                (Zip Code)

                               713-834-5000
            (Registrant's telephone number including area code)

     Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X    No _____

     Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.  Yes  X    No _____
                              _______________

As of April 30, 1995, 6,301,056 shares of Class A common stock and
20,636,065 shares of Class B common stock were outstanding.

<PAGE>

Part II.  Item 6.  (a)  Exhibits is amended and restated in its entirety as
follows:

        (a)  Exhibits:

              3    By-laws of Continental, as amended to date -- filed
                   herewith.

             27.1  Financial Data Schedule -- filed herewith.
<PAGE>

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       CONTINENTAL AIRLINES, INC.          

                                                 (Registrant)





Date:  May 18, 1995                by: /s/ Michael P. Bonds                

                                       Michael P. Bonds
                                       Staff Vice President
                                       and Controller
                                       (On behalf of Registrant)




<PAGE>

                            INDEX TO EXHIBITS
                                    OF
                        CONTINENTAL AIRLINES, INC.


3     By-laws of Continental, as amended to date -- filed herewith.

27.1  Financial Data Schedule -- filed herewith.
<PAGE>

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       CONTINENTAL AIRLINES, INC.          

                                                 (Registrant)





Date:  May 18, 1995                by:                                     

                                       Michael P. Bonds
                                       Staff Vice President
                                       and Controller
                                       (On behalf of Registrant)




<PAGE>





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.  AMOUNTS SHOWN IN THOUSAND
OF DOLLARS, EXCEPT FOR SHARE DATA.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         416,767
<SECURITIES>                                         0
<RECEIVABLES>                                  446,110
<ALLOWANCES>                                         0
<INVENTORY>                                    140,988
<CURRENT-ASSETS>                             1,078,929
<PP&E>                                       1,524,843
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,605,220
<CURRENT-LIABILITIES>                        2,538,666
<BONDS>                                              0
<COMMON>                                           268
<PREFERRED-MANDATORY>                           54,120
<PREFERRED>                                          0
<OTHER-SE>                                      75,953
<TOTAL-LIABILITY-AND-EQUITY>                 4,605,220
<SALES>                                              0
<TOTAL-REVENUES>                             1,408,343
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,380,829
<LOSS-PROVISION>                                27,514
<INTEREST-EXPENSE>                            (53,367)
<INCOME-PRETAX>                               (28,402)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (30,156)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (30,156)
<EPS-PRIMARY>                                   (1.21)
<EPS-DILUTED>                                   (1.21)
        

</TABLE>