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

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM 10-K/A

                              AMENDMENT NO. 2
(Mark One)
[X]          ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994

                                    OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
          FOR THE TRANSITION PERIOD FROM __________ TO __________

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

                                 Delaware
              (State or other jurisdiction of incorporations)

        0-9781                                 74-2099724
(Commission File Number)           (IRS Employer Identification No.)

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

     Registrant's telephone number, including area code:  713-834-5000

        Securities registered pursuant to Section 12(b) of the Act:

                                         Name of Each Exchange
     Title of Each Class                  on Which Registered

    Class A Common Stock,               New York Stock Exchange, Inc.
    par value $.01 per share

    Class B Common Stock,               New York Stock Exchange, Inc.
    par value $.01 per share

        Securities registered pursuant to Section 12(g) of the Act:
                                   None

     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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

    The aggregate market value of the voting stock held by non-affiliates
of the registrant was $188.2 million as of March 31, 1995.

    Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 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 March 31, 1995, 6,301,056 shares of Class A Common Stock and
20,471,581 shares of Class B Common Stock were outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE
                    Proxy Statement for Annual Meeting
          of Stockholders to be held on June 5, 1995:   PART III
<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.


2.1       Revised Third Amended Disclosure Statement Pursuant to
          Section 1125 of the Bankruptcy Code with Respect to Debtors'
          Revised Second Amended Joint Plan of Reorganization Under Chapter
          11 of the United States Bankruptcy Code, as filed with the
          Bankruptcy Court on January 13, 1993 -- incorporated by reference
          from Exhibit 2.1 to Continental's Annual Report on Form 10-K for
          the year ended December 31, 1992 (File no. 0-09781) (the
          "1992 10-K").

2.2       Modification of Debtors' Revised Second Amended Joint Plan of
          Reorganization dated March 12, 1993 -- incorporated by reference
          to Exhibit 2.2 to Continental's Current Report on Form 8-K, dated
          April 16, 1993 (the "April 8-K").

2.3       Second Modification of Debtors' Revised Second Amended Joint Plan
          of Reorganization, dated April 8, 1993 -- incorporated by
          reference to Exhibit 2.3 to the April 8-K.

2.4       Third Modification of Debtors' Revised Second Amended Joint Plan
          of Reorganization, dated April 15, 1993 -- incorporated by
          reference to Exhibit 2.4 to the April 8-K.

2.5       Confirmation Order, dated April 16, 1993 -- incorporated by
          reference to Exhibit 2.5 to the April 8-K.

3.1       Restated Certificate of Incorporation of Continental --
          incorporated by reference to Exhibit 4.1 to the April 8-K.

3.2       By-laws of Continental -- incorporated by reference to
          Exhibit 4.4 to the April 8-K.

4.1       Specimen Class B Common Stock Certificates of the Company --
          incorporated by reference to Exhibit 4.1 to Continental's Form S-
          1 Registration Statement (No. 33-68870) (the "1993 S-1").

4.2       Certificate of Designation of 12% Cumulative Preferred Stock --
          incorporated by reference to Exhibit 4.2 to the April 8-K.

4.3       Certificate of Designation of 8% Cumulative Preferred Stock --
          incorporated by reference to Exhibit 4.3 to Continental's
          Quarterly Report on Form 10-Q for the quarter ended March 31,
          1993.

4.4       Certificate of Correction to Certificate of Designation of 8%
          Cumulative Preferred Stock -- incorporated by reference to
          Exhibit 4.4 to the 1993 S-1.

4.5       Subscription and Stockholders' Agreement - incorporated by
          reference to Exhibit 4.5 to the April 8-K.

4.6       Registration Rights Agreement dated as of April 27, 1993, among
          Continental, Air Partners and Air Canada -- incorporated by
          reference to Exhibit 4.6 to the April 8-K.


<PAGE>
4.7      Warrant Agreement dated as of April 27, 1993, between Continental
          and Continental as warrant agent -- incorporated by reference to
          Exhibit 4.7 to the April 8-K.

4.8       Loan Agreement dated as of April 27, 1993, among Continental
          Micronesia, Air Micronesia, Inc. and GE Capital -- incorporated
          by reference to Exhibit 4.8 to the April 8-K.

4.8(a)    Waiver, Consent and Amendment to CMI Loan Agreement, dated as of
          March 30, 1995, among CMI, Air Micronesia, Inc. and GE Capital --
          filed herewith.  (2)

4.9       Loan Agreements dated as of April 27, 1993, between ASATT Corp.
          and Continental -- incorporated by reference to Exhibit 4.9 to
          the April 8-K.

4.9(a)    Waiver, Consent and Amendment to Series B-1 Loan Agreement, dated
          as of March 30, 1995, between Continental and Global Project &
          Structured Finance Corporation (successor by merger to ASATT
          Corp.) -- filed herewith.  (2)

4.9(b)    Waiver, Consent and Amendment to Series B-2 Loan Agreement, dated
          as of March 30, 1995, between Continental and Global Project &
          Structured Finance Corporation (successor by merger to ASATT
          Corp.) -- filed herewith.  (2)

4.10      Loan Agreement dated as of April 27, 1993, between Continental
          and General Electric Company, individually and as agent --
          incorporated by reference to Exhibit 4.10 to the 1993 S-1.

4.10(a)   Waiver, Consent and Amendment to Consolidation Loan Agreement,
          dated as of March 30, 1995, between Continental and General
          Electric Company, individually and as agent -- filed herewith. 
          (2)

4.11      Master Restructuring Agreement, dated as of March 30, 1995,
          between Continental and GE Capital -- filed herewith.  (2)

4.12      Agreement by Continental to furnish to the Commission, upon
          request, copies of certain instruments defining the rights of
          holders of long-term debt of the kind described in Item 601(b)(4)
          of Regulation S-K -- incorporated by reference to Exhibit 4.11 to
          the 1993 S-1.

10.1      Master Agreement among Continental, System One and EDS,
          Continental Services Agreement between Continental and EDS, CRS
          Services Agreement between System One and EDS, and ASD Services
          and Acquisition Agreement between System One and EDS, each dated
          as of May 1, 1991 -- incorporated by reference to Exhibit 10.1 to
          Holdings' Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1991. (1)

10.2      Litigation Settlement Agreement, dated as of August 31, 1992,
          among the Pension Benefit Guaranty Corporation and, jointly and
          severally, each of the debtors (as defined) -- incorporated by
          reference to Exhibit 10.10 to the 1992 10-K.


<PAGE>
10.3     Agreement of Lease dated as of January 11, 1985, between the Port
          Authority of New York and New Jersey and People Express Airlines,
          Inc., regarding Terminal C (the "Terminal C Lease") --
          incorporated by reference to Exhibit 10.61 to the Annual Report
          on Form 10-K of People Express Airlines, Inc. for the year ended
          December 31, 1984.

10.4      Assignment of Lease with Assumption and Consent dated as of
          August 15, 1987, among the Port Authority of New York and New
          Jersey, People Express Airlines, Inc. and Continental --
          incorporated by reference to Exhibit 10.2 to Continental's Annual
          Report on Form 10-K for the year ended December 31, 1987 (the
          "1987 10-K").

10.5      Supplemental Agreements Nos. 1 through 6 to the Terminal C
          Lease -- incorporated by reference to Exhibit 10.3  to the
          Continental 1987  10-K.

10.6      Supplemental Agreement No. 7 to the Terminal C Lease --
          incorporated by reference to Exhibit 10.4 to Continental's Annual
          Report on Form 10-K for the year ended December 31, 1988.

10.7      Supplemental Agreements No. 8 through 11 to the Terminal C
          Lease -- incorporated by reference to Exhibit 10.10 to the
          1993 S-1.

10.8(a)*  Employment Agreement between the Company and Robert Ferguson --
          incorporated by reference to Exhibit 10.11(a) to the 1993 S-1.

10.8(b)*  Termination Agreement between the Company and Robert Ferguson --
          filed herewith.

10.8(c)*  Employment Agreement between the Company and Charles Goolsbee --
          incorporated by reference to Exhibit 10.11(b) to the 1993 S-1.

10.8(d)*  Memorandum of Agreement between the Company and Charles
          Goolsbee -- filed herewith.

10.8(e)*  Employment Agreement between the Company and Gordon Bethune --
          filed herewith.

10.8(f)*  Employment Agreement between the Company and Daniel Garton --
          incorporated by reference to Exhibit 10.2 to Continental's
          Quarterly Report on Form 10-Q for the quarter ended September 30,
          1994 (the "1994 Third Quarter 10-Q").

10.8(g)*  Employment Agreement between the Company and John Luth --
          incorporated by reference to Exhibit 10.3 to the 1994 Third
          Quarter 10-Q.

10.8(h)*  Letter Agreement between the Company and John Luth -- filed
          herewith.

10.8(i)*  Employment Agreement between the Company and Donald Valentine --
          filed herewith.

10.9*     Continental Airlines, Inc. 1994 Incentive Equity Plan --
          incorporated by reference to Exhibit 4.3 to the Company's Form S-
          8 Registration Statement (No. 33-81324).

10.10     Not used.


<PAGE>
10.11    Purchase Agreement No. 1782, including exhibits and side letters 
          thereto, between the Company and Boeing, effective April 27,
          1993, relating to the purchase of Boeing 737-524 aircraft --
          incorporated by reference to Exhibit 10.1 to Continental's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1993
          (the "June 10-Q").  (1)

10.11(a)  Supplemental Agreement No. 6 to Purchase Agreement No. 1782
          between the Company and Boeing, dated March 31, 1995, relating to
          the purchase of Boeing 737-524 aircraft -- filed herewith.  (2)

10.12     Purchase Agreement No. 1783, including exhibits and side letters
          thereto, between the Company and Boeing, effective April 27,
          1993, relating to the purchase of Boeing 757-224 aircraft --
          incorporated by reference to Exhibit 10.2 to the June 10-Q.  (1)

10.12(a)  Supplemental Agreement No. 4 to Purchase Agreement No. 1783
          between the Company and Boeing, dated March 31, 1995, relating to
          the purchase of Boeing 757-224 aircraft -- filed herewith.  (2)

10.13     Purchase Agreement No. 1784, including exhibits and side letters
          thereto, between the Company and Boeing, effective April 27,
          1993, relating to the purchase of Boeing 767-324ER aircraft --
          incorporated by reference to Exhibit 10.3 to the June 10-Q.  (1)

10.13(a)  Supplemental Agreement No. 3 to Purchase Agreement No. 1784
          between the Company and Boeing, dated March 31, 1995, relating to
          the purchase of Boeing 767-324ER aircraft -- filed herewith.  (2)

10.14     Purchase Agreement No. 1785, including exhibits and side letters
          thereto, between the Company and Boeing, effective April 27,
          1993, relating to the purchase of Boeing 777-224 aircraft --
          incorporated by reference to Exhibit 10.4 to the June 10-Q.  (1)

10.14(a)  Supplemental Agreement No. 3 to Purchase Agreement No. 1785
          between the Company and Boeing, dated March 31, 1995, relating to
          the purchase of Boeing 777-224 aircraft -- filed herewith.  (2)

10.15     Lease Agreement dated as of May 1992 between the City and County
          of Denver, Colorado and Continental regarding Denver
          International Airport   --  incorporated by reference to
          Exhibit 10.17 to the 1993 S-1.

10.15(a)  Supplemental Lease Agreement, including an exhibit thereto, dated
          as of April 3, 1995 between the City and County of Denver,
          Colorado and Continental and United Air Lines, Inc. regarding
          Denver International Airport -- filed herewith.

10.16     Stock Subscription Warrant of Continental Micronesia granted to
          United  Micronesia Development Association, Inc. -- incorporated
          by reference to Exhibit 10.18 to the 1993 S-1.

10.17     Lease Agreement, as amended and supplemented, between the Company
          and the City of Houston, Texas regarding Terminal C of Houston
          Intercontinental Airport -- incorporated by reference to
          Exhibit 10.5 to Continental's Quarterly Report on Form 10-Q for
          the quarter ended September 30, 1993 (the "September 10-Q").

<PAGE>
10.18    Agreement and Lease dated as of May 1987, as supplemented,
          between the City of Cleveland, Ohio and Continental regarding
          Cleveland Hopkins International Airport -- incorporated by
          reference to Exhibit 10.6 to the September 10-Q.

10.19     Third Revised Investment Agreement dated April 21, 1994 between
          America West Airlines, Inc. and AmWest Partners, L.P. --
          incorporated by reference to Exhibit 1 to the August 25, 1994
          Schedule 13D.

22.1      List of Subsidiaries of Continental -- incorporated by reference
          to Exhibit 22.1 to the 1993 S-1.

23.1      Consent of Ernst & Young LLP -- filed herewith.

23.2      Consent of Arthur Andersen LLP -- filed herewith.

25.1      Powers of attorney executed by certain directors and officers of
          Continental -- filed herewith.

27.1      Financial Data Schedule -- filed herewith.

__________

*These exhibits relate to management contracts or compensatory plans or
 arrangements.

(1) The Commission has granted confidential treatment for a portion of this
    agreement.
(2) The Company has applied to the Commission for confidential treatment of
    a portion of this exhibit.

<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
                                       Vice President 
                                       and Controller
                                       (On behalf of Registrant)









<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>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                         396,298
<SECURITIES>                                         0
<RECEIVABLES>                                  375,621
<ALLOWANCES>                                         0
<INVENTORY>                                    141,781
<CURRENT-ASSETS>                               989,960
<PP&E>                                       1,592,767
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,601,182
<CURRENT-LIABILITIES>                        2,407,807
<BONDS>                                              0
<COMMON>                                           267
<PREFERRED-MANDATORY>                           52,606
<PREFERRED>                                          0
<OTHER-SE>                                     103,417
<TOTAL-LIABILITY-AND-EQUITY>                 4,601,182
<SALES>                                              0
<TOTAL-REVENUES>                             5,669,931
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             5,680,902
<LOSS-PROVISION>                              (10,971)
<INTEREST-EXPENSE>                           (240,575)
<INCOME-PRETAX>                              (651,112)
<INCOME-TAX>                                    42,150
<INCOME-CONTINUING>                          (613,342)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (613,342)
<EPS-PRIMARY>                                  (23.76)
<EPS-DILUTED>                                  (23.76)
        

</TABLE>