SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                           (Amendment No.    2   )*



                          CONTINENTAL AIRLINES, INC.                          
                               (Name of Issuer)


                             CLASS A COMMON STOCK                             
                        (Title of Class of Securities)


                                   210795209                                  
                                (CUSIP Number)


Check the following box if a fee is  being paid with this statement .  (A  fee
is not required  only if the filing  person: (1) has  a previous statement  on
file reporting beneficial ownership of more than five percent of  the class of
securities described  in Item  1; and  (2) has  filed no amendment  subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)

*The remainder of this cover page shall be filled out for a reporting person's
initial  filing on this form with respect  to the subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information  required in  the remainder  of this cover  page shall  not be
deemed to be "filed" for the purpose of Section 18 of the Securities  Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of  the Act (however, see
the Notes). 



                            Page 1 of   6    Pages
<PAGE>




    13G           CUSIP No.  210795209           Page   2    of   6    Pages
       

   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       AMERICAN GENERAL CORPORATION
       IRS #74-0483432

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                 (a)


                                                                         (b)

   3   SEC USE ONLY


   4   CITIZENSHIP OR PLACE OF ORGANIZATION

       Texas

   NUMBER OF      5    SOLE VOTING POWER

     SHARES            0
  BENEFICIALLY    6    SHARED VOTING POWER

    OWNED BY           774,496 (1)(2)
      EACH        7    SOLE DISPOSITIVE POWER
   REPORTING 
                       0
     PERSON
                  8    SHARED DISPOSITIVE POWER      WITH

                       774,496 (1)(2)
   9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       774,496 (1)(2)
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

       (1)

  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

       11.8%

  12   TYPE OF REPORTING PERSON*

       HC, CO
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

(1)   The  774,496 shares  reported in  line items  6, 8  and 9  represent the
      reporting person's proportionate  interest in the  Continental Airlines,
      Inc. ("Continental") securities beneficially owned by Air Partners, L.P.
      ("Air Partners"), a Texas limited  partnership of which American General
      Corporation ("American General") is a limited partner.  American General
<PAGE>
      disclaims   beneficial   ownership   of   the   Continental   securities
      beneficially owned by Air Partners.

(2)   Includes the shares  of Class A Common  Stock issuable upon  exercise of
      276,315 Class A Common Stock Purchase Warrants beneficially owned by Air
      Partners  and  attributable  to  the  limited  partnership  interest  of
      American General in such partnership.
<PAGE>



                                                             Page 3 of 6 Pages


Item 1.
            (a)   Name of Issuer:

                  Continental Airlines, Inc. ("Continental")

            (b)   Address of Issuer's Principal Executive Offices:

                  2929 Allen Parkway
                  Houston, Texas 77019

Item 2.     (a)   Name of Person Filing:

                  American General Corporation ("American General") 

            (b)   Address of Principal Business Office:

                  2929 Allen Parkway
                  Houston, Texas 77019

            (c)   Citizenship:

                  Texas 

            (d)   Title of Class of Securities:

                  Class A Common Stock

            (e)   CUSIP Number:

                  210795209

Item 3.     If this statement  is filed  pursuant to Rules  13d-1(b), or  13d-
            2(b), check whether the person filing is a:

            (a)   ( )   Broker or dealer  registered under Section  15 of  the
                        Act,

            (b)   ( )   Bank as defined in Section 3(a)(6) of the Act,

            (c)   ( )   Insurance Company  as defined  in Section  3(a)(19) of
                        the Act,

            (d)   ( )   Investment Company registered under  Section 8 of  the
                        Investment Company Act,

            (e)   ( )   Investment Adviser registered under Section 203 of the
                        Investment Advisers Act of 1940,

            (f)   ( )   Employee Benefit Plan,  Pension Fund which is  subject
                        to the  provisions of  the Employee Retirement  Income
                        Security Act of  1974 or Endowment  Fund; see  Section
                        240.13d-1(b)(1)(ii)(F),

            (g)   ( )   Parent  Holding  Company, in  accordance  with Section
                        240.13d-1(b)(1)(ii)(G), or
<PAGE>



                                                             Page 4 of 6 Pages


            (h)   ( )   Group,   in   accordance    with   Section    240.13d-
                        1(b)(1)(ii)(H).

            Not applicable.   The shares  of Class A Common  Stock reported in
            this  statement were  issued prior  to the  effective date  of the
            Section  12  registration  statement  filed  by  Continental  with
            respect  to  such  class  of  securities;  and,  therefore,   this
            statement is filed by American General pursuant to Rule 13d-1(c).

Item 4.     Ownership.

            (a)   Amount Beneficially Owned:

                  American General is a limited partner of Air Partners, L.P.,
                  a Texas limited partnership ("Air  Partners").  On the basis
                  of  certain   provisions   of  the   Air  Partners   limited
                  partnership   agreement   (the   "Partnership   Agreement"),
                  American  General  may be  deemed  to  beneficially own  the
                  shares  of Class  A Common  Stock and  Class A  Common Stock
                  Purchase  Warrants attributable  to its  limited partnership
                  interest in such  partnership (the "Indirect  Shares").   On
                  such basis,  American General may be  deemed to beneficially
                  own 774,496  shares of Class  A Common Stock  (including the
                  shares of  Class A  Common Stock  issuable upon  exercise of
                  276,315 Class  A Common Stock Purchase  Warrants).  American
                  General disclaims beneficial ownership of the Class A Common
                  Stock   and   Class  A   Common   Stock  Purchase   Warrants
                  beneficially owned by Air Partners.

                  An  additional  38,088  shares  of  Class  A  Common  Stock,
                  previously reported  in Amendment No. 1 to  the Schedule 13G
                  filing  of American  General, were  sold on the  open market
                  during  the  1995 calendar  year  by  American General  Life
                  Insurance Company, an  indirect, wholly-owned subsidiary  of
                  American General.

            (b)   Percent of Class:

                  As of the  date hereof,  American General may  be deemed  to
                  beneficially own  774,496 shares  of  Class A  Common  Stock
                  (including the Indirect Shares),  representing approximately
                  11.8% of  the outstanding  shares of  Class A  Common Stock.
                  Such  percentage  has  been  calculated  on  the  basis   of
                  6,577,371 outstanding shares of Class A Common Stock  which,
                  in accordance  with Rule  13d-1(e) and  Rule 13d-3(d)(1)(i),
                  include  the  6,301,056  shares  of  Class  A  Common  Stock
                  reported  outstanding  in   Continental's  Form  10-Q  dated
                  September 30,  1995, and  an  additional 276,315  shares  of
                  Class  A  Common Stock  issuable  upon exercise  of  Class A
                  Common Stock Purchase Warrants.

            (c)   Number of shares as to which  such person has sole or shared
                  voting and disposition power:

                  American  General may be deemed to have shared power to vote
                  or  to direct  the vote,  and to  dispose or  to direct  the
                  disposition of, the Indirect Shares.
<PAGE>



                                                             Page 5 of 6 Pages


Item 5.     Ownership of Five Percent or Less of a Class.

            If this statement is being filed to report the fact that as of the
            date hereof the reporting  person has ceased to be  the beneficial
            owner of more than five percent of the class of securities,  check
            the following ( ).  

Item 6.     Ownership of More Than Five Percent on Behalf of Another Person.

            With  respect  to the  Indirect Shares,  until  shares of  Class A
            Common  Stock are  distributed to  American General  in accordance
            with the terms of the Partnership Agreement, American General does
            not  have the right to receive or  the power to direct the receipt
            of dividends from such securities. Other than Air Partners and its
            Managing  General  Partner as  to  the  Indirect Shares,  American
            General  knows of no other person who  has the right to receive or
            the power to direct the receipt of dividends from, or the proceeds
            from the sale of, any of the securities reported herein.

Item 7.     Identification and Classification of the Subsidiary which Acquired
            the Security Being Reported on By the Parent Holding Company.

            Not applicable

Item 8.     Identification and Classification of Members of the Group.

            Not applicable.  

Item 9.     Notice of Dissolution of Group.

            Not applicable.  

Item 10.    Certification.

            Not applicable.  As noted in Item 3 above, this statement is filed
            pursuant to Rule 13d-1(c).
<PAGE>



                                                             Page 6 of 6 Pages





                                  Signature.


      After  reasonable inquiry and to the best  of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                     AMERICAN GENERAL CORPORATION


Date:  February 13, 1996              By:  /s/ JULIA S. TUCKER           
 
                                          Julia S. Tucker
                                          Vice President-Investment Research
<PAGE>