As filed with the Securities and Exchange Commission on June 6, 1995.    
                                                    Registration No. 33-_____



                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                  FORM S-8
                           REGISTRATION STATEMENT 
                                    UNDER
                         THE SECURITIES ACT OF 1933




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


           Delaware                2929 Allen Parkway        74-2099724
 (State or other jurisdiction     Houston, Texas 77019    (I.R.S. Employer
of incorporation or organization) (Address of principal  Identification No.)
                                   executive offices)
                                       (Zip Code)



                         CONTINENTAL AIRLINES, INC.
                            1994 INCENTIVE EQUITY
                                    PLAN
                          (Full title of the plan)



                              Jeffery A. Smisek
                          Senior Vice President and
                               General Counsel
                         Continental Airlines, Inc.
                       2929 Allen Parkway, Suite 2010
                            Houston, Texas  77019
                   (Name and address of agent for service)

                               (713) 834-5000
        (Telephone number, including area code, of agent for service)

                                      


                       CALCULATION OF REGISTRATION FEE

  Title of                   Proposed maximum   Proposed maximum    Amount
of
securities to   Amount to     offering price   aggregate offering  
registration
be registered be registered   per share (1)        price (1)           fee

Class B 
Common Stock,    700,000           $16.75            $11,725,000       
$4,044
par value $.01
per share

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c).





    Pursuant to General Instruction E to Form S-8, the undersigned
Registrant hereby incorporates herein by this reference the contents of
Registration Statement No. 33-81324 relating to the Registrant's 1994
Incentive Equity Plan; provided that:

    (i)   Paragraph (a) of Item 3 thereof is hereby replaced in its entirety
    by the following paragraph:

             "The Company's Annual Report on Form 10-K for the year ended
             December 31, 1994 ("1994 Form 10-K") (File No. 0-9781);" and

    (ii)  Item 5 thereof is hereby replaced in its entirety to read as
    follows:

             "Certain legal matters with respect to the Class B common stock
             offered hereby are being passed upon by Jeffery A. Smisek,
             Senior Vice President and General Counsel of the Registrant.

             The consolidated financial statements and schedules of
             Continental Airlines, Inc. at December 31, 1994 and 1993, for
             the year ended December 31, 1994 and for the period April 28,
             1993 through December 31, 1993, and the consolidated statements
             of operations, redeemable and nonredeemable preferred stock and
             common stockholders' equity and cash flows and schedules of
             Continental Airlines Holdings, Inc. for the period January 1,
             1993 to April 27, 1993 appearing in the Company's 1994 Form 10-
             K have been audited by Ernst & Young LLP, independent auditors,
             as set forth in their reports thereon included therein and
             incorporated herein by reference.  Such consolidated financial
             statements and schedules are incorporated by reference in
             reliance upon such reports given upon the authority of such
             firm as experts in accounting and auditing.

             The consolidated statements and schedules of Continental
             Airlines Holdings, Inc. and its subsidiaries for the year ended
             December 31, 1992, incorporated by reference in this
             Registration Statement, have been audited by Arthur Andersen
             LLP, independent public accountants, as indicated in their
             report with respect thereto and are included herein in reliance
             upon the authority of said firm as experts in accounting and
             auditing.  Reference is made to said report, which includes an
             explanatory paragraph that describes several uncertainties."


                                 SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on June 5,
1995. 
 
                                        CONTINENTAL AIRLINES, INC.

                                        By: /s/ Jeffery A. Smisek         
                                               Jeffery A. Smisek
                                               Senior Vice President
                                                 and General Counsel

                              POWER OF ATTORNEY

    Each of the undersigned directors and officers of Continental Airlines,
Inc. does hereby constitute and appoint Jeffery A. Smisek and Scott R.
Peterson, or either of them, as the undersigned's true and lawful attorneys-
in-fact and agents to do any and all acts and things in the undersigned's
name and behalf in the undersigned's capacities as director and/or officer,
and to execute any and all instruments for the undersigned and in the
undersigned's name in the capacities indicated below which such person or
persons may deem necessary or advisable to enable Continental Airlines, Inc.
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for the undersigned in the capacities
indicated below any and all amendments (including post-effective amendments)
hereto, and the undersigned does hereby ratify and confirm all that such
person or persons shall do or cause to be done by virtue hereof.  

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. 

        Signature                    Title                       Date

/s/ Gordon M. Bethune        President,                      June 5, 1995
Gordon M. Bethune            Chief Executive Officer
                             (Principal Executive Officer)
                             and Director

/s/ Lawrence W. Kellner      Senior Vice President           June 5, 1995
Lawrence W. Kellner          and Chief Financial Officer 
                             (Principal Financial Officer)

/s/ Michael P. Bonds         Staff Vice President            June 5, 1995
Michael P. Bonds             and Controller                    
                             (Principal Accounting Officer)


/s/ David Bonderman          Director                        June 5, 1995
David Bonderman


/s/ Thomas J. Barrack, Jr.   Director                        June 5, 1995
Thomas J. Barrack, Jr.


/s/ Gregory D. Brenneman     Director                        June 5, 1995
Gregory D. Brenneman  


                             Director                        
Joel H. Cowan


/s/ Patrick Foley            Director                        June 5, 1995
Patrick Foley


/s/ Rowland C. Frazee, C.C.  Director                        June 5, 1995
Rowland C. Frazee, C.C.


/s/ Hollis L. Harris         Director                        June 5, 1995
Hollis L. Harris

                                                             
/s/ Dean C. Kehler           Director                        June 5, 1995
Dean C. Kehler 


/s/ Robert L. Lumpkins       Director                        June 5, 1995
Robert L. Lumpkins


/s/ Douglas H. McCorkindale  Director                        June 5, 1995
Douglas H. McCorkindale


/s/ David E. Mitchell, O.C.  Director                        June 5, 1995
David E. Mitchell, O.C.


/s/ Richard W. Pogue         Director                        June 5, 1995
Richard W. Pogue


/s/ William S. Price         Director                        June 5, 1995
William S. Price





/s/ Donald L. Sturm          Director                        June 5, 1995
Donald L. Sturm


/s/ Claude I. Taylor, O.C.   Director                        June 5, 1995
Claude I. Taylor, O.C.


/s/ Karen Hastie Williams    Director                        June 5, 1995
Karen Hastie Williams


/s/ Charles A. Yamarone      Director                        June 5, 1995
Charles A. Yamarone


                                EXHIBIT INDEX


Exhibit No.    Description

   4.1         Restated Certificate of Incorporation of the Company -
               incorporated by reference to Exhibit 4.1 to the Company's
               Current Report on Form 8-K, dated April 16, 1993 (the "April
               1993 8-K").

   4.2         By-Laws of the Company.

   4.3         Continental Airlines, Inc. 1994 Incentive Equity Plan -
               incorporated by reference to Exhibit 4.3 to the Company's
               Registration Statement No. 33-81324.

   4.3(a)      First Amendment to Continental Airlines, Inc. 1994 Incentive
               Equity Plan.

   5           Opinion of Senior Vice President and General Counsel.

   23.1        Consent of Ernst & Young LLP.

   23.2        Consent of Arthur Andersen LLP.

   23.3        Consent of Senior Vice President and General Counsel
               (included in Exhibit 5).

   24          Powers of Attorney (included on signature page of this
               Registration Statement).



                                                                  EXHIBIT 4.2















                                   BY-LAWS

                                     OF

                         CONTINENTAL AIRLINES, INC.



























Including all amendments through June 5, 1995


                              TABLE OF CONTENTS

                                                                         Page

ARTICLE I - Stockholders
   Section 1.1   Annual Meeting. . . . . . . . . . . . . . . . . . . . .   1
   Section 1.2   Special Meetings. . . . . . . . . . . . . . . . . . . .   1
   Section 1.3   Place of Meeting. . . . . . . . . . . . . . . . . . . .   1
   Section 1.4   Notice of Meetings. . . . . . . . . . . . . . . . . . .   1
   Section 1.5   Quorum. . . . . . . . . . . . . . . . . . . . . . . . .   1
   Section 1.6   Voting. . . . . . . . . . . . . . . . . . . . . . . . .   2
   Section 1.7   Presiding Officer and Secretary . . . . . . . . . . . .   2
   Section 1.8   Proxies . . . . . . . . . . . . . . . . . . . . . . . .   2
   Section 1.9   List of Stockholders. . . . . . . . . . . . . . . . . .   2
   Section 1.10  Notice of Stockholder Business and Nominations. . . . .   3
   Section 1.11  Inspectors of Elections; Opening and Closing the 
                 Polls . . . . . . . . . . . . . . . . . . . . . . . . .   4
   
ARTICLE II - Directors
   Section 2.1   Powers and Duties of Directors. . . . . . . . . . . . .   5
   Section 2.2   Election; Term; Vacancies . . . . . . . . . . . . . . .   5
   Section 2.3   Resignation . . . . . . . . . . . . . . . . . . . . . .   6
   Section 2.4   Removal . . . . . . . . . . . . . . . . . . . . . . . .   6
   Section 2.5   Meetings. . . . . . . . . . . . . . . . . . . . . . . .   6
   Section 2.6   Quorum and Voting . . . . . . . . . . . . . . . . . . .   7
   Section 2.7   Written Consent of Directors in Lieu of a Meeting . . .   7
   Section 2.8   Compensation. . . . . . . . . . . . . . . . . . . . . .   7
   Section 2.9   Minutes of Meetings . . . . . . . . . . . . . . . . . .   7

ARTICLE III - Committees of the Board of Directors
   Section 3.1   Creation. . . . . . . . . . . . . . . . . . . . . . . .   7
   Section 3.2   Committee Procedure . . . . . . . . . . . . . . . . . .   8
   Section 3.3   Certain Definitions . . . . . . . . . . . . . . . . . .   8

ARTICLE IV - Officers, Agents and Employees
   Section 4.1   Appointment and Term of Office. . . . . . . . . . . . .   9
   Section 4.2   Resignation and Removal . . . . . . . . . . . . . . . .   9
   Section 4.3   Compensation and Bond . . . . . . . . . . . . . . . . .   9
   Section 4.4   Chairman of the Board . . . . . . . . . . . . . . . . .   9
   Section 4.5   Vice Chairman . . . . . . . . . . . . . . . . . . . . .   9
   Section 4.6   Chief Executive Officer . . . . . . . . . . . . . . . .  10
   Section 4.7   President . . . . . . . . . . . . . . . . . . . . . . .  10
   Section 4.8   Chief Operating Officer . . . . . . . . . . . . . . . .  10
   Section 4.9   Vice Presidents . . . . . . . . . . . . . . . . . . . .  10
   Section 4.10  Treasurer . . . . . . . . . . . . . . . . . . . . . . .  10
   Section 4.11  Secretary . . . . . . . . . . . . . . . . . . . . . . .  10
   Section 4.12  Assistant Treasurers. . . . . . . . . . . . . . . . . .  10
   Section 4.13  Assistant Secretaries . . . . . . . . . . . . . . . . .  11
   Section 4.14  Delegation of Duties. . . . . . . . . . . . . . . . . .  11
   Section 4.15  Loans to Officers and Employees; Guaranty of 
                 Obligations of Officers and Employees . . . . . . . . .  11

ARTICLE V - Indemnification
   Section 5.1   Indemnification of Directors, Officers, Employees
                 and Agents. . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE VI - Common Stock
   Section 6.1   Certificates. . . . . . . . . . . . . . . . . . . . . .  12
   Section 6.2   Transfers of Stock. . . . . . . . . . . . . . . . . . .  12
   Section 6.3   Lost, Stolen or Destroyed Certificates. . . . . . . . .  13
   Section 6.4   Stockholder Record Date . . . . . . . . . . . . . . . .  13

ARTICLE VII - Ownership by Aliens
   Section 7.1   Foreign Stock Record. . . . . . . . . . . . . . . . . .  13
   Section 7.2   Maximum Percentage. . . . . . . . . . . . . . . . . . .  14
   Section 7.3   Recording of Shares . . . . . . . . . . . . . . . . . .  14

ARTICLE VIII - General Provisions
   Section 8.1   Fiscal Year . . . . . . . . . . . . . . . . . . . . . .  15
   Section 8.2   Dividends . . . . . . . . . . . . . . . . . . . . . . .  15
   Section 8.3   Checks, Notes, Drafts, Etc. . . . . . . . . . . . . . .  15
   Section 8.4   Corporate Seal. . . . . . . . . . . . . . . . . . . . .  15
   Section 8.5   Waiver of Notice. . . . . . . . . . . . . . . . . . . .  15

ARTICLE IX - Restated Certificate of Incorporation to Govern
   Section 9.1   Restated Certificate of Incorporation to Govern . . . .  15

   
                                   BY-LAWS
                                     OF
                         CONTINENTAL AIRLINES, INC.

            Incorporated under the Laws of the State of Delaware

                                  ARTICLE I

                                Stockholders

    Section 1.1 Annual Meeting.  The annual meeting of stockholders of the
Corporation for the election of Directors and for the transaction of any
other proper business shall be held at such time and date in each year as the
Board of Directors may determine from time to time.  The annual meeting in
each year shall be held at such place within or without the State of Delaware
as may be fixed by the Board of Directors, or if not so fixed, at the
principal business office of the Corporation.

    Section 1.2 Special Meetings.  Subject to the rights of the holders of
any class or series of preferred stock of the Corporation, or any other
series or class of stock as set forth in the Restated Certificate of
Incorporation of the Corporation (the "Restated Certificate of
Incorporation") to elect additional Directors under specified circumstances,
special meetings of the stockholders may be called only by (i) stockholders
holding Common Stock constituting more than 50% of the voting power of the
outstanding shares of Common Stock, (ii) the Chief Executive Officer or (iii)
the Board of Directors.

    Section 1.3 Place of Meeting.  The Board of Directors may designate the
place of meeting for any meeting of the stockholders.  If no designation is
made by the Board of Directors, the place of meeting shall be the principal
executive offices of the Corporation.

    Section 1.4 Notice of Meetings.  Whenever stockholders are required or
permitted to take any action at a meeting, unless notice is waived in writing
by all stockholders entitled to vote at the meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose for which the
meeting is called.

    Unless otherwise provided by law, and except as to any stockholder duly
waiving notice, the written notice of any meeting shall be given personally
or by mail, not less than ten nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting.  If mailed,
notice shall be deemed given when deposited in the mail, postage prepaid,
directed to the stockholder at his or her address as it appears on the
records of the Corporation.

    When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken.  At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting.  If, however, the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.

    Section 1.5 Quorum.  Except as otherwise provided by law, by the
Restated Certificate of Incorporation, or by these By-Laws in respect of the
vote required for a specified action, at any meeting of stockholders the
holders of a majority of the aggregate voting power of the outstanding stock
entitled to vote thereat, either present or represented by proxy, shall
constitute a quorum for the transaction of any business, but the stockholders
present, although less than a quorum, may adjourn the meeting to another time
or place and, except as provided in the last paragraph of Section 1.4, notice
need not be given of the adjourned meeting.

    Section 1.6 Voting.  Except as otherwise provided by the Restated
Certificate of Incorporation or these By-Laws, whenever Directors are to be
elected at a meeting, they shall be elected by a plurality of the votes cast
at the meeting by the holders of stock entitled to vote.  Whenever any
corporate action, other than the election of Directors, is to be taken by
vote of stockholders at a meeting, it shall be authorized by a majority of
the votes cast at the meeting by the holders of stock entitled to vote
thereon, except as otherwise required by law, by the Restated Certificate of
Incorporation or by these By-Laws.

    Except as otherwise provided by law, or by the Restated Certificate of
Incorporation or these By-Laws, each holder of record of stock of the
Corporation entitled to vote on any matter at any meeting of stockholders
shall be entitled to one vote for each share of such stock standing in the
name of such holder on the stock ledger of the Corporation on the record date
for the determination of the stockholders entitled to vote at the meeting.

    Upon the demand of any stockholder entitled to vote, the vote for
Directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be discretionary with the presiding officer at the meeting.

    Section 1.7 Presiding Officer and Secretary.  At every meeting of
stockholders the Chairman of the Board, or any Vice Chairman of the Board, or
the Chief Executive Officer, as designated by the Board of Directors, or, if
none be present, or in the absence of any such designation, the appointee of
the meeting, shall preside.  The Secretary, or in his or her absence an
Assistant Secretary, or if none be present, the appointee of the presiding
officer of the meeting, shall act as secretary of the meeting.

    Section 1.8 Proxies.  Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him or her by
proxy executed in writing by the stockholder or as otherwise permitted by
law, or by his or her duly authorized attorney-in-fact.  Such proxy must be
filed with the Secretary of the Corporation or his or her representative at
or before the time of the meeting.

    Section 1.9 List of Stockholders.  The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

    The stock ledger shall be the only evidence as to which stockholders are
the stockholders entitled to examine the stock ledger or the list required by
this Section 1.9, or to vote in person or by proxy at any meeting of
stockholders.

    Section 1.10 Notice of Stockholder Business and Nominations.

    (A) Annual Meetings of Stockholders.  (1) Subject to Section 2.2 of
these By-Laws, nominations of persons for election to the Board of Directors
of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Corporation's notice of meeting delivered pursuant to Section 1.4 of
these By-Laws, (b) by or at the direction of the Board of Directors or (c) by
any stockholder of the Corporation who is entitled to vote at the meeting,
who complied with the notice procedures set forth in clauses (2) and (3) of
paragraph (A) of this Section 1.10 and who was a stockholder of record at the
time such notice is delivered to the Secretary of the Corporation.

        (2)  For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1)
of this Section 1.10, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than seventy days nor more than
ninety days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than twenty days, or delayed by more than seventy
days, from such anniversary date, and in the case of the Corporation's first
annual meeting to be held after the initial adoption of these By-Laws, notice
by the stockholder to be timely must be so delivered not earlier than the
ninetieth day prior to such annual meeting and not later than the close of
business on the later of the seventieth day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of
such meeting is first made.  Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
reelection as a Director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including such person's written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected; (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear
on the Corporation's books, and of such beneficial owner and (ii) the class
and number of shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.

        (3)  Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Section 1.10 to the contrary, in the event that the number of
Directors to be elected to the Board of Directors is increased and there is
no public announcement naming all of the nominees for Director or specifying
the size of the increased Board of Directors made by the Corporation at least
eighty days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 1.10 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement
is first made by the Corporation.

    (B) Special Meeting of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting pursuant
to Section 1.4 of these By-Laws.  Subject to Section 2.2 of these By-Laws,
nominations of persons for election to the Board of Directors may be made at
a special meeting of stockholders at which Directors are to be elected
pursuant to the Corporation's notice of meeting (i) by or at the direction of
the Board of Directors or (ii) by any stockholder of the Corporation who is
entitled to vote at the meeting, who complies with the notice procedures set
forth in this Section 1.10 and who is a stockholder of record at the time
such notice is delivered to the Secretary of the Corporation.  Nominations by
stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the stockholder's notice as
required by paragraph (A)(2) of this Section 1.10 shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier
than the ninetieth day prior to such special meeting and not later than the
close of business on the later of the seventieth day prior to such special
meeting or the tenth day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

    (C)  General.  (1)  Only persons who are nominated in accordance with
the procedures set forth in this Section 1.10 shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 1.10.  Except as otherwise provided
by law, the Restated Certificate of Incorporation or these By-Laws, the
chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made
in accordance with the procedures set forth in this Section 1.10 and, if any
proposed nomination or business is not in compliance with this Section 1.10,
to declare that such defective proposal or nomination shall be disregarded.

        (2)  For purposes of this Section 1.10, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

        (3)  Notwithstanding the foregoing provisions of this Section 1.10,
a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.10.  Nothing in this Section 1.10 shall
be deemed to affect any rights of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.

    Section 1.11 Inspectors of Elections; Opening and Closing the Polls. 
The Board of Directors by resolution shall appoint one or more inspectors,
which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives of the Corporation, to act at the
meeting and make a written report thereof.  One or more persons may be
designated as alternate inspectors to replace any inspector who fails to act. 
If no inspector or alternate has been appointed to act, or if all inspectors
or alternates who have been appointed are unable to act, at the meeting of
stockholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting.  Each inspector, before discharging his or
her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.  The inspectors shall have the duties prescribed by the General
Corporation Law of the State of Delaware (the "GCL").

    The chairman of the meeting shall fix and announce at the meeting the
time of the opening and the closing of the polls for each matter upon which
the stockholders will vote at a meeting.

                                 ARTICLE II

                                  Directors

    Section 2.1  Powers and Duties of Directors.  The business of the
Corporation shall be managed by or under the direction of the Board of
Directors, which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not directed or required to be exercised
or done by the stockholders by the Restated Certificate of Incorporation, by
these By-Laws, or by law.  Except as otherwise permitted by or consistent
with Foreign Ownership Restrictions (as defined in the Restated Certificate
of Incorporation), at no time shall more than one-third of the Directors in
office be Aliens (as defined in the Restated Certificate of Incorporation). 
The Board of Directors shall have the principal role in the formulation of
short and long-term strategic, financial, and organizational goals of the
Corporation and shall oversee and supervise the performance of corporate
management in carrying out the directives of the Board of Directors.  The
Board shall adopt the annual Capital Expenditure Budget and the Annual
Financial Plan, both as defined in Section 3.3, for each fiscal year not
later than the last day of the preceding fiscal year or at such later time as
shall be determined by the Board by resolution adopted by the affirmative
vote of that number of Directors as is required pursuant to Article Fifth,
Section 2(b) of the Restated Certificate of Incorporation to approve an
amendment of Articles II and III of these By-Laws.  The Board of Directors
shall not approve the entering into, amending, supplementing, modifying,
waiving of any provisions of, waiving or enforcing of any rights under or
terminating any contract (other than in accordance with its terms) between
the Corporation or any of its wholly-owned subsidiaries and any air carrier,
other than Air Canada or any of its Affiliates, with respect to a code-
sharing or marketing alliance unless such action shall have been recommended
to the Board by the Operations Committee of the Board.

    Section 2.2  Election; Term; Vacancies.  The Directors shall hold office
until the next annual election and until their successors are elected and
qualified.  No Independent Director (as defined in the Restated Certificate
of Incorporation) shall be nominated by the Board of Directors or by the
Corporation to serve on the Board of Directors unless such Independent
Director shall be satisfactory to Air Partners.  The Directors shall be
elected annually by the stockholders in the manner specified by the Restated
Certificate of Incorporation and these By-Laws, except that if there be a
vacancy in the Board of Directors by reason of death, resignation or
otherwise, such vacancy may also be filled for the unexpired term by a
majority affirmative vote of the Board of Directors; provided, that in the
case of any AC Director or AP Director (as defined in Section 3.3) the
vacancy shall be filled for the unexpired term by the remaining AC Directors
or AP Directors, as the case may be, by a majority affirmative vote of such
Directors; provided further, that in the event of a vacancy by reason of
death, resignation or otherwise of a Director elected by the holders of Class
C Common Stock or Class D Common Stock, such vacancy shall be filled for the
unexpired term by the holders of Class C Common Stock or Class D Common
Stock, as the case may be, voting separately as a class by a majority
affirmative vote thereof.

    Section 2.3  Resignation.  Any Director may resign at any time upon
written notice to the Corporation.  Any such resignation shall take effect at
the time specified therein or, if the time be not specified, upon receipt
thereof, and the acceptance of such resignation, unless required by the terms
thereof, shall not be necessary to make such resignation effective.

    Section 2.4  Removal.  Any Director may be removed at any time, with or
without cause, by vote at a meeting or written consent of the holders of
stock entitled to vote on the election of such Director pursuant to the
Restated Certificate of Incorporation; provided, that until the Third Annual
Meeting, Creditors Designees (as those terms are defined in the Restated
Certificate of Incorporation) may only be removed for cause.

    Section 2.5  Meetings. 

    (A)  Annual Meeting.  Immediately after each annual meeting of
stockholders, the duly elected Directors shall hold an inaugural meeting for
the purpose of organization, election of officers, development of an annual
calendar (the "Board Calendar"), and the transaction of other business, at
such place as shall be fixed by the person presiding at the meeting of
stockholders at which such Directors are elected.  The Board Calendar shall
specify, to the extent practicable, at which meeting the Board of Directors
will carry out various duties and reviews, and shall include all topics the
Board of Directors deems relevant to the management of the Corporation,
including, without limitation, strategic planning, capital allocation, long-
range goals, performance appraisal, and personnel planning.  the Board
Calendar will be distributed to all Directors promptly after its approval by
the Board of Directors.  The place and time of the inaugural meeting of the
Board may also be fixed by written consent of the Directors.

    (B)  Regular Meetings.  Regular meetings of the Board of Directors shall
be held on such dates and at such times and places as shall be designated
from time to time by the Board of Directors; provided, that the Board shall
hold at least four (4) regular meetings in each year; provided further, that
regular meetings of the Board of Directors can be waived at the request of
the Chief Executive Officer if at least a majority of the Directors agree in
writing to such waiver at least seven days before the date of the meeting to
be so waived except that in any event the Board shall hold at least four (4)
regular meetings in each year prior to the Third Annual Meeting (as defined
in the Restated Certificate of Incorporation).  The Secretary shall forward
to each Director, at least five days before any such regular meeting, a
notice of the time and place of the meeting, together with the reports and
recommendations of any committee of the Board of Directors required to
deliver periodic reports and the agenda for the meeting prepared by the Chief
Executive Officer or in lieu thereof a notice of waiver if the regular
meeting has been waived.

    (C)  Special Meetings.  Special meetings of the Directors may be called
by the Chairman of the Board, any Vice Chairman, the Chief Executive Officer
or a majority of the Directors, at such time and place as shall be specified
in the notice or waiver thereof.  Notice of each special meeting, including
the time and place of the meeting and the agenda therefor, shall be given by
the Secretary or by the person calling the meeting to each Director by
causing the same to be delivered personally or by facsimile transmission not
later than the close of business on the second day next preceding the day of
the meeting.

    (D) Location; Methods of Participation.  Meetings of the Board of
Directors, regular or special, may be held at any place within or without the
State of Delaware at such place as is indicated in the notice or waiver of
notice thereof.  Members of the Board of Directors, or of any committee
designated by the Board, may participate in a meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.

    Section 2.6  Quorum and Voting.  Two-thirds of the total number of
Directors (excluding those who must recuse themselves under the terms of the
Restated Certificate of Incorporation or these By-Laws, or by law)("Recused
Directors") shall constitute a quorum for the transaction of business, but,
if there be less than a quorum at any meeting of the Board of Directors, a
majority of the Directors present may adjourn the meeting from time to time,
and no further notice thereof need be given other than announcement at the
meeting which shall be so adjourned.  Except as otherwise provided by law, by
the Restated Certificate of Incorporation, or by these By-Laws, the
affirmative vote of a majority of the Directors present at a meeting
(excluding Recused Directors) at which a quorum is present shall be the act
of the Board of Directors.

    Section 2.7  Written Consent of Directors in Lieu of a Meeting.  Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
member of the Board or of such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

    Section 2.8  Compensation.  Directors may receive compensation for
services to the Corporation in their capacities as Directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the
Board of Directors.

    Section 2.9  Minutes of Meetings.  Minutes of proceedings of the Board
of Directors and each committee thereof shall be circulated to each member of
the Board of Directors or committee, as the case may be, within 20 days of
the date of the proceedings recorded by the minutes.

                                 ARTICLE III

                    Committees of the Board of Directors

    Section 3.1  Creation.  In addition to the committees established under
Section 3.3, the Board of Directors, by resolution or resolutions passed by a
majority of the Board of Directors (except as otherwise provided in the
Restated Certificate of Incorporation), may designate one or more committees,
each to consist of such number of Directors of the Corporation as shall be
specified in such resolution; provided, that for so long as there shall be
any AC Directors (as defined in Section 3.3) or AP Directors (as defined in
Section 3.3) any such committee shall include (if so requested by any AP
Director or AC Director, as the case may be), to the extent consistent with
applicable laws and regulations, such number of AC Directors or AP Directors
as shall not be greater than the number of Directors equal to the same
percentage of the Directors comprising such committee as the percentage of
the total number of AP Directors or AC Directors, as the case may be, on the
Entire Board (as defined in the Restated Certificate of Incorporation);
provided further, that for so long as there shall be any AC Directors or AP
Directors, any executive or other similar committee of the Board with full
power to take all actions which may lawfully be taken by the Board, and any
nominating committee of the Board, shall consist, to the extent consistent
with applicable laws and regulations, only of a Director that is an officer
of the Corporation (or his or her designee), an AP Director and an AC
Director.  Each such committee shall have and may exercise such powers and
duties as shall be delegated to it by the Board, except that no such
committee shall have the power to (a) elect Directors, (b) alter, amend or
repeal these By-Laws or any resolution or resolutions of the Board relating
to such committee, (c) appoint any member of such committee, (d) declare any
dividend or make any other distribution to the stockholders of the
Corporation, or (e) take any other actions which may lawfully be taken only
by the full Board of Directors.  In the event that the Board creates an audit
or similar committee prior to the Third Annual Meeting, at least one
Creditors Designee (as defined in the Restated Certificate of Incorporation)
shall serve on such committee until the Third Annual Meeting.  

    Section 3.2  Committee Procedure.  Each committee of the Board of
Directors shall meet at the times stated by the Board in the resolution or
resolutions establishing such committee or on notice to all members given by
any member of such committee.  The Board by resolution or resolutions shall
establish the rules of procedure to be followed by each committee, which
shall include a requirement that such committee keep regular minutes of its
proceedings and deliver to the Secretary the same and other reports and
recommendations to be delivered to the Board of Directors in sufficient time
to be distributed to the Board of Directors in connection with the regular
meeting of the Board of Directors to which the committee is scheduled to
report, as indicated on the Board Calendar.  The affirmative vote of a
majority of the members of any such committee shall constitute the act of
such committee.

    Section 3.3  Certain Definitions.

    (A)  Annual Capital Expenditure Budget.  When used in these By-Laws, the
term "Annual Capital Expenditure Budget" shall mean a detailed annual capital
expenditure budget, which shall be approved by the Board of Directors not
later than the last day of the preceding fiscal year (or at such later time
determined by the Board pursuant to Section 2.1) and shall be recommended to
the Board by the appropriate committee thereof not later than thirty (30)
days prior to the end of such preceding fiscal year.

    (B)  Annual Financial Plan.  When used in these By-Laws, the term
"Annual Financial Plan" shall mean a detailed annual financial plan, which
shall be approved by the Board of Directors not later than the last day of
the preceding fiscal year (or at such later time determined by the Board
pursuant to Section 2.1) and shall be recommended to the Board by the
appropriate committee thereof not later than thirty (30) days prior to the
end of such preceding fiscal year.

    (C)  AC Director.  When used in these By-Laws, the term "AC Director"
shall mean a Director designated or elected by Air Canada (as defined in the
Restated Certificate of Incorporation) under the Shareholders Agreement (as
defined in the Restated Certificate of Incorporation), elected by the holders
of Class C Common Stock or elected by Directors to fill a vacancy created by
the departure of any of the foregoing Directors.

    (D)  AP Director.  When used in these By-Laws, the term "AP Director"
shall mean a Director designated or elected by Air Partners (as defined in
the Restated Certificate of Incorporation) under the Shareholders Agreement
(as defined in the Restated Certificate of Incorporation), elected by the
holders of Class D Common Stock or elected by Directors to fill a vacancy
created by the departure of any of the foregoing Directors.

                                 ARTICLE IV

                       Officers, Agents and Employees

    Section 4.1  Appointment and Term of Office.  The officers of the
Corporation shall include a Chairman of the Board, a Chief Executive Officer,
a President, and a Secretary, and may also include one or more Vice Chairmen
of the Board, a Chief Operating Officer, a Treasurer, one or more Vice
Presidents (who may be further classified by such descriptions as
"executive", "senior", "assistant", "staff" or otherwise, as the Board of
Directors shall determine), one or more Assistant Secretaries and one or more
Assistant Treasurers.  All such officers shall be appointed by the Board of
Directors.  Any number of such offices may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity.  Except as may be prescribed otherwise by the Board of Directors in
a particular case, all such officers shall hold their offices at the pleasure
of the Board for an unlimited term and need not be reappointed annually or at
any other periodic interval.  The Board of Directors may appoint, and may
delegate power to appoint, such other officers, agents and employees as it
may deem necessary or proper, who shall hold their offices or positions for
such terms, have such authority and perform such duties as may from time to
time be determined by or pursuant to authorization of the Board of Directors.

    Section 4.2  Resignation and Removal.  Any officer may resign at any
time upon written notice to the Corporation.  Any officer, agent or employee
of the Corporation may be removed by the Board of Directors with or without
cause at any time.  The Board of Directors may delegate such power of removal
as to officers, agents and employees not appointed by the Board of Directors. 
Such removal shall be without prejudice to a person's contract rights, if
any, but the appointment of any person as an officer, agent or employee of
the Corporation shall not of itself create contract rights.

    Section 4.3  Compensation and Bond.  The compensation of the officers of
the Corporation shall be fixed by the Board of Directors, but this power may
be delegated to any officer by the Board of Directors.  The Corporation may
secure the fidelity of any or all of its officers, agents or employees by
bond or otherwise.

    Section 4.4  Chairman of the Board.  The Chairman of the Board shall be
selected from the members of the Board of Directors and shall preside at all
meetings of the Board of Directors.  In addition, the Chairman of the Board
shall have such other powers and duties as may be delegated to him or her by
the Board of Directors.  The Chairman of the Board shall not be deemed to be
an officer of the Corporation for purposes of Article III of these By-Laws
unless he or she shall also be the Chief Executive Officer.

    Section 4.5  Vice Chairman.  Each Vice Chairman of the Board, in the
absence of the Chairman of the Board, shall have all powers herein conferred
upon the Chairman of the Board.  In addition, each Vice Chairman shall have
such other powers and duties as may be delegated to him or her by the Board
of Directors.

    Section 4.6  Chief Executive Officer.  The Chief Executive Officer shall
be the chief executive officer of the Corporation and, in the absence of the
Chairman of the Board and the Vice Chairman of the Board (or if there be
none), he or she shall preside at all meetings of the Board of Directors. 
The Chief Executive Officer shall prepare an agenda for each annual and
regular meeting of the Board of Directors, which agenda shall include those
topics scheduled to be addressed pursuant to the Board Calendar.  He or she
shall have general charge of the business affairs of the Corporation.  He or
she may employ and discharge employees and agents of the Corporation, except
such as shall be appointed by the Board of Directors, and he or she may
delegate these powers.  The Chief Executive Officer may vote the stock or
other securities of any other domestic or foreign corporation of any type or
kind which may at any time be owned by the Corporation, may execute any
stockholders' or other consents in respect thereof and may in his or her
discretion delegate such powers by executing proxies, or otherwise, on behalf
of the Corporation.  The Board of Directors by resolution from time to time
may confer like powers upon any other person.

    Section 4.7  President.  The President shall have such powers and
perform such duties as the Board of Directors or the Chief Executive Officer
may from time to time prescribe.

    Section 4.8  Chief Operating Officer.  The Chief Operating Officer of
the Company shall have general charge of the operating affairs of the
Corporation, and shall have such other powers and duties as the Chief
Executive Officer or the Board of Directors shall delegate to him or her from
time to time.

    Section 4.9  Vice Presidents.  Each Vice President shall have such
powers and perform such duties as the Board of Directors or the Chief
Executive Officer may from time to time prescribe.

    Section 4.10 Treasurer.  The Treasurer shall have charge of all funds
and securities of the Corporation, may endorse the same for deposit or
collection when necessary and deposit the same to the credit of the
Corporation in such banks or depositaries as the Board of Directors may
authorize.  He or she may endorse all commercial documents requiring
endorsements for or on behalf of the Corporation and may sign all receipts
and vouchers for payments made to the Corporation.  He or she shall have all
such further powers and duties as generally are incident to the position of
Treasurer or as may be assigned to him or her by the Board of Directors or
the Chief Executive Officer.

    Section 4.11 Secretary.  The Secretary shall distribute all materials to
be distributed in connection with regular and special meetings of the Board
of Directors, record all the proceedings of the meetings of the stockholders
and Directors in a book to be kept for that purpose and shall also record
therein all action taken by written consent of the Directors, and committees
of the Board of Directors in lieu of a meeting.  He or she shall attend to
the giving and serving of all notices of the Corporation.  He or she shall
have custody of the seal of the Corporation and shall attest the same by his
or her signature whenever required.  He or she shall have charge of the stock
ledger and such other books and papers as the Board of Directors may direct,
but he or she may delegate responsibility for maintaining the stock ledger to
any transfer agent appointed by the Board of Directors.  He or she shall have
all such further powers and duties as generally are incident to the position
of Secretary or as may be assigned to him or her by the Board of Directors or
the Chief Executive Officer.

    Section 4.12 Assistant Treasurers.  In the absence or inability to act
of the Treasurer, any Assistant Treasurer may perform all the duties and
exercise all the powers of the Treasurer.  The performance of any such duty
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act.  An Assistant Treasurer shall
also perform such other duties as the Treasurer or the Board of Directors may
assign to him or her.

    Section 4.13 Assistant Secretaries.  In the absence or inability to act
of the Secretary, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary.  The performance of any such duty
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act.  An Assistant Secretary shall
also perform such other duties as the Secretary or the Board of Directors may
assign to him or her.

    Section 4.14 Delegation of Duties.  In case of the absence of any
officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may confer for the time
being the powers or duties, or any of them, of such officer upon any other
officer or upon any Director.

    Section 4.15 Loans to Officers and Employees; Guaranty of Obligations of
Officers and Employees.  The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
Corporation or any subsidiary, including any officer or employee who is a
Director of the Corporation or any subsidiary, whenever, in the judgment of
the Directors, such loan, guaranty or assistance may reasonably be expected
to benefit the Corporation.  The loan, guaranty or other assistance may be
with or without interest, and may be unsecured, or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the Corporation.

                                  ARTICLE V

                               Indemnification

    Section 5.1  Indemnification of Directors, Officers, Employees and
Agents.  No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware (the "GCL"), or (iv) for any transaction from
which the Director derived any improper personal benefit.  If the GCL is
amended to authorize corporate action further eliminating or limiting the
personal liability of Directors, then the liability of Directors of the
Corporation shall be eliminated or limited to the full extent permitted by
the GCL, as so amended.

    The Corporation shall indemnify to the full extent permitted by the laws
of the State of Delaware as from time to time in effect any person who was or
is a party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (whether or not an action by or in the right of the
Corporation), by reason of the fact that he or she is or was a Director or
officer of the Corporation, or, while serving as a Director or officer of the
Corporation, is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged
to have been taken or omitted in such capacity.  The right to indemnification
conferred by this Article V also shall include the right of such persons to
be paid in advance by the Corporation for their expenses (including
attorneys' fees) to the full extent permitted by the laws of the State of
Delaware, as from time to time in effect.  The right to indemnification
conferred on such persons by this Article V shall be a contract right.

    Unless otherwise determined by the Board of Directors, the Corporation
shall indemnify to the full extent permitted by the laws of the State of
Delaware as from time to time in effect any person who was or is a party or
is threatened to be made a party to, or otherwise requires representation by
counsel in connection with, any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
(whether or not an action by or in the right of the Corporation), by reason
of the fact that he or she is or was an employee (other than an officer) or
agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity.

    The rights and authority conferred in this Article V shall not be
exclusive of any other right which any person seeking indemnification or
advancement of expenses may have or hereafter acquire under any statute,
provision of the Restated Certificate of Incorporation or these By-Laws,
agreement, vote of stockholders or disinterested Directors or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office and shall continue as to a person who has
ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.  Neither
the amendment or repeal of this Article V nor the adoption of any provision
of the Restated Certificate of Incorporation or these By-Laws or of any
statute inconsistent with this Article V shall eliminate or reduce the effect
of this Article V in respect of any acts or omissions occurring prior to such
amendment, repeal or adoption or an inconsistent provision.

                                 ARTICLE VI

                                Common Stock

    Section 6.1  Certificates.  Certificates for stock of the Corporation
shall be in such form as shall be approved by the Board of Directors and
shall be signed in the name of the Corporation by the Chairman or a Vice
Chairman of the Board, if any, or the Chief Executive Officer or the
President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary.  Such certificates may
be sealed with the seal of the Corporation or a facsimile thereof.  Any of or
all the signatures on a certificate may be a facsimile.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.

    Section 6.2  Transfers of Stock.  Upon surrender to any transfer agent
of the Corporation of a certificate for shares of the Corporation duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation, provided such
succession, assignment or transfer is not prohibited by the Restated
Certificate of Incorporation, these By-Laws, applicable law or contractual
prohibitions, to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

    Section 6.3  Lost, Stolen or Destroyed Certificates.  The Corporation
may issue a new stock certificate in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the
Corporation may require the owner of the lost, stolen or destroyed
certificate or his or her legal representative to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or
the issuance of any such new certificate.  The Board of Directors may require
such owner to satisfy other reasonable requirements.

    Section 6.4  Stockholder Record Date.  In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than 60 nor less
than ten days before the date of such meeting, nor more than 60 days prior to
any other action.  Only such stockholders as shall be stockholders of record
on the date so fixed shall be entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to give such consent, or to receive
payment of such dividend or other distribution, or to exercise such rights in
respect of any such change, conversion or exchange of stock, or to
participate in such action, as the case may be, notwithstanding any transfer
of any stock on the books of the Corporation after any record date so fixed.

    If no record date is fixed by the Board of Directors, (a) the record
date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the date on which notice is given, or, if notice is waived by all
stockholders entitled to vote at the meeting, at the close of business on the
day next preceding the day on which the meeting is held and (b) the record
date for determining stockholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating thereto.

    A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                                 ARTICLE VII

                             Ownership by Aliens

    Section 7.1  Foreign Stock Record.  There shall be maintained a separate
stock record, designated the "Foreign Stock Record," for the registration of
Voting Stock, as defined in Section 7.2, that is Beneficially Owned (as
defined in the Restated Certificate of Incorporation) by Aliens, as defined
in the Restated Certificate of Incorporation ("Alien Stock").  The Beneficial
Ownership by Aliens of Voting Stock shall be determined in conformity with
regulations prescribed by the Board of Directors.

    Section 7.2  Maximum Percentage.  At no time shall ownership of shares
representing more than the Maximum Percentage, as defined below, be
registered in the Foreign Stock Record.  As used herein, (a) "Maximum
Percentage" means the maximum percentage of voting power of Voting Stock, as
defined below, which may be voted by, or at the direction of, Aliens without
violating Foreign Ownership Restrictions or adversely affecting the
Corporation's operating certificates or authorities, and (b) "Voting Stock"
means all outstanding shares of capital stock of the Corporation issued from
time to time by the Corporation and Beneficially Owned by Aliens which, but
for the provisions of Section 1 of Article Sixth of the Restated Certificate
of Incorporation, by their terms may vote (at the time such determination is
made) for the election of Directors of the Corporation, except shares of
Preferred Stock that are entitled to vote for the election of Directors
solely as a result of the failure to pay dividends by the Corporation or
other breach of the terms of such Preferred Stock.
    
    Section 7.3  Recording of Shares.  If at any time there exist shares of
Voting Stock that are Alien Stock but that are not registered in the Foreign
Stock Record, the Beneficial Owner thereof may request, in writing, the
Corporation to register ownership of such shares on the Foreign Stock Record
and the Corporation shall comply with such request, subject to the limitation
set forth in Section 7.2.  The order in which Alien Stock shall be registered
on the Foreign Stock Record shall be chronological, based on the date the
Corporation received a written request to so register such shares of Alien
Stock; provided, that for so long as Air Canada is an Alien, shares of Voting
Stock held by Air Canada which were acquired pursuant to the Investment
Agreement, dated as of November 9, 1992, as amended, among the Corporation,
Air Canada and Air Partners (the "Investment Agreement"), or pursuant to Air
Canada's rights under the Shareholders Agreement, or upon conversion or
exchange of such securities, or as a dividend or distribution in respect of
such securities (collectively, "AC Original Equity Securities") shall be
registered on the Foreign Ownership Record prior to, and to the exclusion of,
any other shares of Alien Stock whether or not any such other shares of Alien
Stock are registered on the Foreign Stock Record at the time that Air Canada
requests that shares of AC Original Equity Securities be so registered;
provided further, that for so long as any transferee of Air Partners is an
Alien, shares of Voting Stock held by such transferee which were originally
acquired by Air Partners pursuant to the Investment Agreement or upon
conversion or exchange of such securities, or as a dividend or distribution
in respect of such securities (collectively "AP Original Equity Securities")
shall be registered on the Foreign Ownership Record prior to, and to the
exclusion of, any other shares of Alien Stock (other than shares of AC
Original Equity Securities) whether or not any such other shares of Alien
Stock are registered on the Foreign Stock Record at the time that any such
transferee of Air Partners requests that shares of AP Original Equity
Securities be so registered.  If at any time the Corporation shall find that
the combined voting power of Voting Stock then registered in the Foreign
Stock Record exceeds the Maximum Percentage, there shall be removed from the
Foreign Stock Record the registration of such number of shares so registered
as is sufficient to reduce the combined voting power of the shares so
registered to an amount not in excess of the Maximum Percentage.  The order
in which such shares shall be removed shall be reverse chronological order
based upon the date the Corporation received a written request to so register
such shares of Alien Stock; provided, that for so long as Air Canada is an
Alien, shares of AC Original Equity Securities shall not be removed from the
Foreign Ownership Record (regardless of the date on which such shares were
registered thereon) until all other outstanding shares of Alien Stock have
been so removed; provided further, that for so long as any transferee of Air
Partners is an Alien, shares of AP Original Equity Securities owned by such
transferee shall not be removed from the Foreign Ownership Record (regardless
of the date on which such shares were registered thereon) until all other
outstanding shares of Alien Stock (other than shares of AC Original Equity
Securities) have been so removed.

                                ARTICLE VIII

                             General Provisions

    Section 8.1  Fiscal Year.  The fiscal year of the Corporation shall
begin the first day of January and end on the last day of December of each
year.

    Section 8.2  Dividends.  Dividends upon the capital stock may be
declared by the Board of Directors at any regular or special meeting and may
be paid in cash or in property or in shares of the capital stock.  Before
paying any dividend or making any distribution of profits, the Directors may
set apart out of any funds of the Corporation available for dividends a
reserve or reserves for any proper purpose and may alter or abolish any such
reserve or reserves.

    Section 8.3  Checks, Notes, Drafts, Etc.  Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the
payment of money shall be signed by such officer or officers or person or
persons as the Board of Directors or a duly authorized committee thereof, the
Chief Executive Officer or the Treasurer may from time to time designate.

    Section 8.4  Corporate Seal.  The seal of the Corporation shall be
circular in form and shall bear, in addition to any other emblem or device
approved by the Board of Directors, the name of the Corporation, the year of
its incorporation and the words "Corporate Seal" and "Delaware."  The seal
may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.

    Section 8.5  Waiver of Notice.  Whenever notice is required to be given
by statute, or under any provision of the Restated Certificate of
Incorporation or these By-Laws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice.  In the case of a stockholder, such
waiver of notice may be signed by such stockholder's attorney or proxy duly
appointed in writing.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting
for the express purpose of objecting at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, Directors or members of a
committee of Directors need be specified in any written waiver of notice.

                                 ARTICLE IX

               Restated Certificate of Incorporation to Govern

    Section 9.1  Restated Certificate of Incorporation to Govern. 
Notwithstanding anything to the contrary herein, if any provision contained
herein is inconsistent with or conflicts with a provision of the Restated
Certificate of Incorporation, such provision herein shall be superseded by
the inconsistent provision in the Restated Certificate of Incorporation, to
the extent necessary to give effect to such provision in the Restated
Certificate of Incorporation.



                                                               EXHIBIT 4.3(a)



                             FIRST AMENDMENT TO
                         CONTINENTAL AIRLINES, INC.
                         1994 INCENTIVE EQUITY PLAN


    The Board of Directors (the "Board") of Continental Airlines, Inc. (the
"Company") adopted the Continental Airlines, Inc. 1994 Incentive Equity Plan
(the "Plan") on March 4, 1994, subject to approval by the stockholders of the
Company, which was obtained at the annual meeting held June 30, 1994. 
Subject to applicable provisions of Paragraph 15 of the Plan, the Board
retained the right to amend the Plan.  The Board has determined by
resolutions adopted on April 27, 1995 that the Plan be amended as follows. 
Capitalized terms not otherwise defined in this First Amendment to the Plan
have the meanings ascribed thereto in the Plan.

    The Plan is hereby amended as follows:

    1. The first sentence of Paragraph 3 is hereby amended so as to read in
its entirety as follows:

       "Subject to adjustment as provided in Paragraph 10 and in
       accordance with and subject to Rule 16b-3 under the Exchange Act
       and applicable judicial and administrative interpretations
       thereof, the shares of Common Stock covered by all Awards
       granted under this Plan will not exceed in the aggregate
       3,000,000 shares, of which number (a) no more than 300,000
       shares will be granted or sold as Restricted Stock, (b) Stock
       Options with respect to no more than 400,000 shares will be
       granted to any Participant during any calendar year, and (c) no
       more than 200,000 shares will be delivered in payment of Annual
       Incentive Awards (for all Participants in the aggregate) in
       respect of any given year."
    
    2. The first sentence of Paragraph 4(k) is hereby amended so as to read
in its entirety as follows:

       "In the discretion of the Administrator, a percentage
       (determined by the Administrator and set forth in the written
       agreement or notification evidencing each grant of a Stock
       Option) of the aggregate shares of Common Stock obtained from
       exercises of a Stock Option (which percentage may be satisfied
       out of particular exercises as determined by the Administrator
       and set forth in the written agreement or notification
       evidencing each grant of a Stock Option) shall not be
       transferable prior to the earliest to occur of: the termination
       of the relevant Stock Option term (or such shorter period as may
       be determined by the Administrator and set forth in the written
       agreement or notification evidencing the grant of the Stock
       Option); the Participant's retirement, death or Disability; or
       termination of the Participant's employment with the Company and
       its subsidiaries."

    3. The term "Committee" is hereby replaced by the term "Administrator"
throughout the Plan, except as follows:

       (i)   Paragraph 2(f) is hereby amended so as to read in its entirety
    as follows:

             " "Committee" means the Human Resources Committee of
             the Board, which at all times will consist of not less
             than two directors (all of whom are Outside Directors)
             appointed by the Board, each of whom will be a
             "disinterested person" within the meaning of Rule 16b-3
             and an "outside director" within the meaning of Section
             162(m) of the Code.  The action of a majority of the
             members of the Committee (but not  less than two
             members) will be the act of the Committee. 
             "Administrator" means (i) in the context of Awards made
             to, or the administration (or interpretation of any
             provision) of the Plan as it relates to, any
             Participant who is subject to Section 16 of the
             Exchange Act (or any successor section to the same or
             similar effect) ("Section 16"), the Committee, (ii) in
             the context of Awards made to, or the administration
             (or interpretation of any provision) of the Plan as it
             relates to, any Participant who is not subject to
             Section 16, the Chief Executive Officer of the Company
             and (iii) to the extent administration of the Plan has
             been assumed by the Board pursuant to a resolution of
             the Board, the Board.";

       (ii)  Paragraph 2(y): the clause "or the Committee" is hereby
    deleted;

       (iii) Paragraph 14(a) is hereby amended so as to read in its entirety
    as follows:

             "This Plan shall be administered by the Administrator.";

       (iv)  The second sentence of Paragraph 14(b) is hereby amended so as
    to read in its entirety as follows:

             "Neither the Board, the Committee, the Chief Executive
             Officer nor any member of the Board or the Committee will,
             in connection with the administration of the Plan as the
             Administrator, be liable for any such action or
             determination taken or made in good faith."; and

       (v)   Paragraph 16(b): the term "Committee" is hereby replaced by the
    term "Board".

    4. The last sentence of Paragraph 2(y), and Schedule A to the Plan, are
hereby deleted.

    5. There is hereby inserted at the end of clause (i) of the first
sentence of Paragraph 11 the following clause:

       ",unless otherwise provided in the written agreement evidencing an
       Award," and

there is hereby inserted in clause (1) of the first sentence of Paragraph 11,
immediately after the words "Qualifying Event" and before the parenthetical
reference, the following clause:

       "or, if the written agreement evidencing an Award so provides, for a
       period of 30 calendar days commencing upon the date of such Change in
       Control".

    6. Paragraph 2(d) is hereby amended to read in its entirety as follows:

       "Change in Control" means the occurrence of one of the events
       described in subclause (a), (b), (c) or (d) of clause (i) of the
       first sentence of Paragraph 11."


    The foregoing amendments to the Plan are effective April 27, 1995;
provided, however, that any such amendment that without approval by the
stockholders of the Company would result in the Plan no longer satisfying the
requirements of Rule 16b-3 shall only be effective upon approval thereof by
the stockholders of the Company within one year following April 27, 1995.


                                                                    EXHIBIT 5


                                        June 5, 1995



Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas  77019

Ladies and Gentlemen:

    I am Senior Vice President and General Counsel of Continental Airlines,
Inc., a Delaware corporation (the "Company"), and I have advised the Company
in connection with the registration, pursuant to a Registration Statement on
Form S-8 being filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), of the proposed offering and sale of up to 700,000 shares of Class B
common stock, par value $.01 per share, of the Company (the "Company Stock")
pursuant to the Company's 1994 Incentive Equity Plan, as amended (the
"Plan").

    In this connection, I have examined the corporate records of the
Company, including its Restated Certificate of Incorporation, its Bylaws and
minutes of meetings of its directors.  I have also examined the Registration
Statement, together with the exhibits thereto and such other documents as I
have deemed necessary for the purpose of expressing the opinion contained
herein.

    Based upon the foregoing, I am of the opinion that the Common Stock,
when issued in accordance with the terms of the Plan and the Awards (as such
term is defined in the Plan) made thereunder, will be validly issued, fully
paid and nonassessable.

    I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name therein under the caption
"Named Experts and Counsel".  In giving this consent, I do not thereby admit
that I am within the category of persons whose consent is required under
Section 7 of the Act and the rules and regulations thereunder.

                                        Very truly yours,


                                        /s/ Jeffery A. Smisek
                                        Jeffery A. Smisek
                                        Senior Vice President
                                        and General Counsel


                                                                 EXHIBIT 23.1








                       CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Interest of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to
the 1994 Incentive Equity Plan of Continental Airlines, Inc. and to the
incorporation by reference therein of our reports dated April 12, 1995, with
respect to the consolidated financial statements and schedules of Continental
Airlines, Inc. at December 31, 1994 and 1993, for the year ended December 31,
1994, and for the period April 28, 1993 through December 31, 1993 and the
consolidated statements of operations, redeemable and nonredeemable preferred
stock and common stockholders' equity and cash flows and schedules of
Continental Airlines Holdings, Inc. for the period January 1, 1993 through
April 27, 1993, all included in Continental's 1994 Annual Report (Form 10-K)
filed with the Securities and Exchange Commission.



                                        ERNST & YOUNG LLP

Houston, Texas
June 2, 1995


                                                                 EXHIBIT 23.2






                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference of our report dated March 12, 1993 and to all references to our
Firm included in this Form S-8 related to the Continental Airlines, Inc. 1994
Incentive Equity Plan.



                                        ARTHUR ANDERSEN LLP

Houston, Texas
June 2, 1995