SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  SCHEDULE 13D

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

                           Continental Airlines, Inc.
                                (Name of Issuer)

                  Class A Common Stock and Class B Common Stock
                         (Title of Class of Securities)

                             210795209 and 210795308
                                 (CUSIP Number)

                                James J. O'Brien
                           201 Main Street, Suite 2420
                            Fort Worth, Texas  76102
                                 (817) 871-4000
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 March 29, 1996
             (Date of Event Which Requires Filing of this Statement)

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.

Check the following box if a fee is being paid with the statement / /.

*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
disclosures provided in a prior cover page.

The information required on 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).

**The total number of shares reported herein is 4,267,934 and 4,763,637 of
Class A and Class B shares, respectively, which constitutes approximately
54.6% and 19.2%, respectively, of the total number of Class A and Class B
shares outstanding.  The foregoing ownership percentages set forth herein
assume that there are 7,820,790 and 24,869,706 shares of the Class A and Class
B Common Stock, respectively, outstanding pursuant to Rule 13d-3(d)(1)(i)
under the Act.  The number of outstanding shares of the Class A and Class B
Common Stock as reported in the Issuer's most recent quarterly report was
6,301,056 and 21,484,074, respectively.

<PAGE>

<PAGE>
1.       Name of Reporting Person:

         Air Partners, L.P.

2.       Check the Appropriate Box if a Member of a Group:
                                                        (a) / /

                                                        (b) /X/
3.       SEC Use Only

4.       Source of Funds:  OO-Partnership Contributions

5.       Check Box if Disclosure of Legal Proceedings is Required Pursuant to 
         Item 2(d) or 2(e):                             / /

6.       Citizenship or Place of Organization: Texas

                     7.   Sole Voting Power:
                          Class A - 2,740,000 (1)
Number of                 Class B - 0
Shares
Beneficially         8.   Shared Voting Power: -0-
Owned By
Each                 9.   Sole Dispositive Power:
Reporting                 Class A - 2,740,000 (1)
Person With               Class B - 0

                     10.  Shared Dispositive Power: -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

                     Class A - 4,259,734 (2)
                     Class B - 3,382,632 (3)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain
         Shares:
                                                        /x/ See Item 2.

13.      Percent of Class Represented by Amount in Row (11):

                     Class A - 54.5% (2)(4)
                     Class B - 13.6% (3)(5)

14.      Type of Reporting Person: PN        

- ------------
(1)      Power is exercised through its two general partners, 1992 Air GP and
         Air II General, Inc.  Additionally, the voting and dispositive power
         with respect to the shares of Class A Common Stock held by Air
         Partners, L.P. may, under certain circumstances, be deemed to be
         shared with, or may be exercised by, the limited partners of Air
         Partners, L.P. as further described in Item 6 hereof.
(2)      Includes 1,519,734 shares of Class A Common Stock that may be
         acquired upon the exercise of warrants.
(3)      Includes 3,382,632 shares of Class B Common Stock that may be
         acquired upon the exercise of warrants.
(4)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 7,820,790 shares of Class A Common Stock outstanding which
         includes the warrants to purchase shares of Class A Common Stock
         held by Air Partners, L.P. but does not include warrants held by any
         other persons.
(5)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 24,866,706 shares of Class B Common Stock outstanding which
         includes the warrants to purchase shares of Class B Common Stock
         held by Air Partners, L.P. but does not include warrants held by any
         other persons.


<PAGE>

<PAGE>
1.       Name of Reporting Person:

         1992 Air GP

2.       Check the Appropriate Box if a Member of a Group:
                                                        (a) / /

                                                        (b) /X/
3.       SEC Use Only

4.       Source of Funds:  Not Applicable

5.       Check Box if Disclosure of Legal Proceedings is Required Pursuant to
         Item 2(d) or 2(e):                                  / /

6.       Citizenship or Place of Organization: Texas

                     7.   Sole Voting Power: 
                          Class A - 0
                          Class B - 379,194 (1)
         
Number of            8.   Shared Voting Power:
Shares                    Class A - 2,740,000 (1)(2)
Beneficially              Class B - 0   
Owned By
Each                 9.   Sole Dispositive Power:
Reporting                 Class A - 0
Person With               Class B - 379,194 (1)

                     10.  Shared Dispositive Power:
                          Class A - 2,740,000 (1)(2)
                          Class B - 0   

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

                     Class A - 4,259,734 (2)(3)
                     Class B - 3,761,826 (4)(5)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain
         Shares:
                                                             /x/ See Item 2.

13.      Percent of Class Represented by Amount in Row (11):

                     Class A - 54.5% (3)(6)
                     Class B - 15.1% (5)(7)

14.      Type of Reporting Person: PN        

- -------------
(1)      Power is exercised through its majority general partner, 1992 Air,
         Inc.
(2)      Solely in its capacity as one of two general partners of Air
         Partners, L.P.  The voting and dispositive power with respect to the
         shares of Class A Common Stock held by Air Partners, L.P. may, under
         certain circumstances, be deemed to be shared with, or may be
         exercised by, the limited partners of Air Partners, L.P. as further
         described in Item 6 hereof.
(3)      Includes 1,519,734 shares of Class A Common Stock that may be
         acquired upon the exercise of warrants held by Air Partners, L.P.
(4)      Solely in its capacity as one of two general partners of Air
         Partners, L.P. with respect to the 3,382,632 shares of Class B
         Common Stock that may be acquired upon the exercise of warrants held
         by Air Partners, L.P.
(5)      Includes 3,382,632 shares of Class B Common Stock that may be
         acquired upon the exercise of warrants held by Air Partners L.P.
(6)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 7,820,790 shares of Class A Common Stock outstanding which
         includes the warrants to purchase shares of Class A Common Stock
         held by Air Partners, L.P. but does not include warrants held by any
         other persons.
(7)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 24,866,706 shares of Class B Common Stock outstanding which
         includes the warrants to purchase shares of Class B Common Stock
         held by Air Partners, L.P. but does not include warrants held by any
         other persons.


<PAGE>

<PAGE>
1.       Name of Reporting Person:

         Air II General, Inc.

2.       Check the Appropriate Box if a Member of a Group:
                                                        (a) / /

                                                        (b) /X/

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

5.       Check Box if Disclosure of Legal Proceedings is Required Pursuant to
         Item 2(d) or 2(e):                                  / / 

6.       Citizenship or Place of Organization: Texas

                     7.   Sole Voting Power:
                          Class A - 0
                          Class B - 2,403 (1)

Number of            8.   Shared Voting Power:
Shares                    Class A - 2,740,000 (1)(2)
Beneficially              Class B - 0  
Owned By
Each                 9.   Sole Dispositive Power:
Reporting                 Class A - 0
Person With               Class B - 2,403 (1)

                     10.  Shared Dispositive Power:
                          Class A - 2,740,000 (1)(2)
                          Class B - 0   

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

                     Class A - 4,259,734 (2)(3)
                     Class B - 3,385,035 (4)(5)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain
         Shares:
                                                             /x/ See Item 2.

13.      Percent of Class Represented by Amount in Row (11):

                     Class A - 54.5% (3)(6)
                     Class B - 13.6% (5)(7)

14.      Type of Reporting Person: CO        

- ------------
(1)      Power is exercised through its controlling shareholder, David
         Bonderman.  
(2)      Solely in its capacity as one of two general partners of Air
         Partners, L.P.  The voting and dispositive power with respect to the
         shares of Class A Common Stock held by Air Partners, L.P. may, under
         certain circumstances, be deemed to be shared with, or may be
         exercised by, the limited partners of Air Partners, L.P. as further
         described in Item 6 hereof.
(3)      Includes 1,519,734 shares of Class A Common Stock that may be
         acquired upon the exercise of warrants held by Air Partners, L.P.  
(4)      Solely in its capacity as one of two general partners of Air
         Partners, L.P. with respect to the 3,382,632 shares of Class B
         Common Stock that may be acquired upon the exercise of warrants.
(5)      Includes 3,382,632 shares of Class B Common Stock that may be
         acquired upon the exercise of warrants held by Air Partners, L.P.
(6)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 7,820,790 shares of Class A Common Stock outstanding which
         includes the warrants to purchase shares of Class A Common Stock
         held by Air Partners, L.P. but does not include warrants held by any
         other persons.
(7)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 24,866,706 shares of Class B Common Stock outstanding which
         includes the warrants to purchase shares of Class B Common Stock
         held by Air Partners, L.P. but does not include warrants held by any
         other persons.


<PAGE>

<PAGE>
1.       Name of Reporting Person:

         1992 Air, Inc.

2.       Check the Appropriate Box if a Member of a Group:
                                                        (a) / /

                                                        (b) /X/

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

5.       Check Box if Disclosure of Legal Proceedings is Required Pursuant to
         Item 2(d) or 2(e):                                  / /
 
6.       Citizenship or Place of Organization: Texas

                     7.   Sole Voting Power:
                          Class A - 0
                          Class B - 379,194 (1)(2)

Number of            8.   Shared Voting Power:
Shares                    Class A - 2,740,000 (1)(2)
Beneficially              Class B - 0   
Owned By
Each                 9.   Sole Dispositive Power:
Reporting                 Class A - 0
Person With               Class B - 379,194 (1)(2)

                     10.  Shared Dispositive Power:
                          Class A - 2,740,000 (1)(2)
                          Class B - 0   

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:
 
                     Class A - 4,259,734 (2)(3)
                     Class B - 3,761,826 (2)(4)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain
         Shares:
                                                             /x/ See Item 2.

13.      Percent of Class Represented by Amount in Row (11):

                     Class A - 54.5% (3)(5)
                     Class B - 15.1% (4)(6)

14.      Type of Reporting Person: CO        

- ------------
(1)      Power is exercised through its controlling shareholder, David
         Bonderman.  
(2)      Solely in its capacity as the majority general partner of 1992 Air
         GP.  The voting and dispositive power with respect to the shares of
         Class A Common Stock held by Air Partners, L.P. may, under certain
         circumstances, be deemed to be shared with, or may be exercised by,
         the limited partners of Air Partners, L.P. as further described in
         Item 6 hereof.
(3)      Includes 1,519,734 shares of Class A Common Stock that may be
         acquired upon the exercise of warrants held by Air Partners, L.P.
(4)      Includes 3,382,632 shares of Class B Common Stock that may be
         acquired upon the exercise of warrants held by Air Partners, L.P.
         and 379,194 shares of Class B Common Stock held directly by 1992 Air
         GP.
(5)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 7,820,790 shares of Class A Common Stock outstanding which
         includes the warrants to purchase shares of Class A Common Stock
         held by Air Partners, L.P. but does not include warrants held by any
         other persons.
(6)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 24,866,706 shares of Class B Common Stock outstanding which
         includes the warrants to purchase shares of Class B Common Stock
         held by Air Partners, L.P. but does not include warrants held by any
         other persons.


<PAGE>

<PAGE>
1.       Name of Reporting Person:

         David Bonderman

2.       Check the Appropriate Box if a Member of a Group:
                                                        (a) / /

                                                        (b) /X/

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

5.       Check Box if Disclosure of Legal Proceedings is Required Pursuant to
         Item 2(d) or 2(e):                                  / /

6.       Citizenship or Place of Organization: David Bonderman is a citizen
         of the United States of America.

                     7.   Sole Voting Power: 
                          Class A - 8,200 (1)
                          Class B - 965,506 (2)

Number of            8.   Shared Voting Power:
Shares                    Class A - 2,740,000 (3)
Beneficially              
Owned By
Each                 9.   Sole Dispositive Power: 
Reporting                 Class A - 8,200(1)
Person With               Class B - 965,506 (2)

                     10.  Shared Dispositive Power:
                          Class A - 2,740,000 (3)
                          

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

                     Class A - 4,267,934 (1)(3)(4)
                     Class B - 4,351,138 (2)(5)(6)(9)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain
         Shares:
                                                             /x/ See Item 2.

13.      Percent of Class Represented by Amount in Row (11):

                     Class A - 54.6% (4)(7)
                     Class B - 17.5% (2)(6)(8)(9)

14.      Type of Reporting Person: IN

- ------------
(1)      Solely in his capacity as general partner of the Bonderman Family
         Limited Partnership with respect to 8,200 shares.
(2)      Solely in his capacity as general partner of the Bonderman Family
         Limited Partnership with respect to 441,225 shares.  Solely in his
         capacity as the controlling shareholder of 1992 Air, Inc., the
         majority general partner of 1992 Air GP, with respect to 379,194
         shares.  Solely in his capacity as the controlling shareholder of
         Air II General, Inc. with respect to 2,403 shares.  
(3)      Solely in his capacities as the controlling shareholder of each of
         Air II General, Inc. and 1992 Air, Inc. with respect to 2,740,000
         shares Class A Common Stock held by Air Partners, L.P.  The voting
         and dispositive power with respect to the shares of Class A Common
         Stock and Class B Common Stock held by Air Partners, L.P. may, under
         certain circumstances, be deemed to be shared with, or may be
         exercised by, the limited partners of Air Partners, L.P. as further
         described in Item 6 hereof. 
(4)      Includes 1,519,734 shares of Class A Common Stock that may be
         acquired upon the exercise of warrants held by Air Partners, L.P..
(5)      Solely in his capacity as the controlling shareholder of each of Air
         II General, Inc. and 1992 Air, Inc. with respect to the 3,382,632
         shares of Class B Common Stock that may be acquired upon the
         exercise of warrants held by Air Partners, L.P. 
(6)      Includes 3,382,632 shares of Class B Common Stock that may be
         acquired upon the exercise of warrants held by Air Partners, L.P.
(7)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 7,820,790 shares of Class A Common Stock outstanding which
         includes the warrants to purchase shares of Class A Common Stock
         held by Air Partners, L.P. but does not include warrants held by any
         other persons.
(8)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 24,869,706 shares of Class B Common Stock outstanding which
         includes the warrants to purchase shares of Class B Common Stock
         held by Air Partners, L.P. and the director options held by Mr.
         Bonderman but does not include warrants held by any other persons.
(9)      Includes 3,000 shares of Class B Common Stock that may be acquired
         by Mr. Bonderman upon the exercise of outside director stock
         options. 


<PAGE>

<PAGE>
1.       Name of Reporting Person:

         Bonderman Family Limited Partnership

2.       Check the Appropriate Box if a Member of a Group:
                                                        (a) / /

                                                        (b) /X/

3.       SEC Use Only

4.       Source of Funds:  WC

5.       Check Box if Disclosure of Legal Proceedings is Required Pursuant to
         Item 2(d) or 2(e):                                  / /

6.       Citizenship or Place of Organization: Texas

                     7.   Sole Voting Power: 
                          Class A - 8,200 (1)
                          Class B - 441,225 (1)

Number of            8.   Shared Voting Power:
Shares                    Class A - 46,322 (2)
Beneficially              Class B - 0
Owned By
Each                 9.   Sole Dispositive Power: 
Reporting                 Class A - 8,200 (1)
Person With               Class B - 441,225 (1)              

                     10.  Shared Dispositive Power:
                          Class A - 46,322 (2)
                          Class B - 0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

                     Class A - 80,215 (2)(3)
                     Class B - 498,412 (2)(4)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain
         Shares:
                                                             /x/ See Item 2.

13.      Percent of Class Represented by Amount in Row (11):

                     Class A - 1.3% (3)(5)
                     Class B - 2.3% (4)(6)

14.      Type of Reporting Person: PN

- ------------
(1)      Power is exercised through its general partner, David Bonderman.
(2)      Bonderman Family Limited Partnership also holds a limited
         partnership interest in Air Partners, L.P.  On the basis of certain
         provisions of the Partnership Agreement, Bonderman Family Limited
         Partnership may be deemed to beneficially own the shares of Class A
         Common Stock and Class B Common Stock beneficially owned by Air
         Partners, L.P. that are attributable to such limited partnership
         interest.  Pursuant to Rule 13d-4 under the Act, Bonderman Family
         Limited Partnership disclaims beneficial ownership of all such
         shares. 
(3)      Includes 25,693 shares of Class A Common Stock that may be acquired
         upon the exercise of warrants held by Air Partners, L.P. and
         attributable to the limited partnership interest in Air Partners,
         L.P. held by Bonderman  Family Limited Partnership.
(4)      Includes 57,187 shares of Class B Common Stock that may be acquired
         upon the exercise of warrants held by Air Partners, L.P. and
         attributable to the limited partnership interest in Air Partners,
         L.P. held by Bonderman  Family Limited Partnership.
(5)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 6,326,749 shares of Class A Common Stock outstanding which
         includes the warrants to purchase Class A Common Stock held by  Air
         Partners, L.P. and attributable to the Bonderman Family Limited
         Partnership pursuant to the Partnership Agreement but does not
         include warrants held by any other persons.
(6)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 21,541,261 shares of Class B Common Stock Outstanding which
         includes the warrants to purchase Class B Common Stock held by  Air
         Partners, L.P. and attributable to the Bonderman Family Limited
         Partnership pursuant to the Partnership Agreement but does not
         include warrants held by any other persons.


<PAGE>

<PAGE>
1.       Name of Reporting Person:

         Bondo Air Limited Partnership

2.       Check the Appropriate Box if a Member of a Group:
                                                        (a) / /

                                                        (b) /X/

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

5.       Check Box if Disclosure of Legal Proceedings is Required Pursuant to
         Item 2(d) or 2(e):                                  / /

6.       Citizenship or Place of Organization: Texas

                     7.   Sole Voting Power:
                          Class A - 0
                          Class B - 412,499 (1)
Number of    
Shares               8.   Shared Voting Power:
Beneficially              Class A - 463,230 (1)
Owned By                  Class B - 0
Each
Reporting            9.   Sole Dispositive Power:
Person With               Class A - 0
                          Class B - 412,499 (1)
                
                     10.  Shared Dispositive Power:
                          Class A - 463,230 (1)
                          Class B - 0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

                     Class A - 720,159 (1)(2)
                     Class B - 984,374 (3)(4)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain
         Shares:
                                                             /X/ See Item 2.

13.      Percent of Class Represented by Amount in Row (11):

                     Class A - 11.0% (2)(5)
                     Class B - 4.5% (4)(6)

14.      Type of Reporting Person: PN        

- -----------
(1)      Solely in its capacity as a limited partner of Air Partners, L.P. 
         On the basis of certain provisions of the Partnership Agreement,
         Bondo Air Limited Partnership ("Bondo Air") may be deemed to
         beneficially own the shares of Class A Common Stock and Class B
         Common Stock beneficially owned by Air Partners, L.P. that are
         attributable to such limited partnership interests.  Pursuant to
         Rule 13d-4 under the Act, Bondo Air disclaims beneficial ownership
         of all such shares.
(2)      Includes 256,929 shares of Class A Common Stock that may be acquired
         upon the exercise of warrants held by Air Partners, L.P. and
         attributable to the limited partnership interest in Air Partners,
         L.P. held by Bondo Air.
(3)      Solely in its capacity as a limited partner of Air Partners, L.P.
         with respect to 571,875 shares of Class B Common Stock that may be
         acquired upon the exercise of warrants held by Air Partners and that
         may be attributable to the limited partnership interests held by
         Bondo Air pursuant to the Partnership Agreement.
(4)      Includes 571,875 shares of Class B Common Stock that may be acquired
         upon the exercise of warrants held by Air Partners, L.P. and
         attributable to the limited partnership interests in Air Partners,
         L.P. held by Bondo Air.
(5)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 6,557,985 shares of Class A Common Stock outstanding which
         includes the warrants to purchase Class A Common Stock held by  Air
         Partners, L.P. and attributable to the limited partnership interest
         held by Bondo Air pursuant to the Partnership Agreement but does not
         include warrants held by any other persons.
(6)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 22,055,949 shares of Class B Common Stock outstanding which
         includes the warrants to purchase Class B Common Stock held by  Air
         Partners, L.P. and attributable to the limited partnership interest
         held by Bondo Air pursuant to the Partnership Agreement but does not
         include warrants held by any other persons.


<PAGE>

<PAGE>
1.       Name of Reporting Person:

         Alfredo Brener

2.       Check the Appropriate Box if a Member of a Group:
                                                        (a) / /

                                                        (b) /X/

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

5.       Check Box if Disclosure of Legal Proceedings is Required Pursuant to
         Item 2(d) or 2(e):                                  / /

6.       Citizenship or Place of Organization: Alfredo Brener is a citizen of
         Mexico.

                     7.   Sole Voting Power: 
                          Class A - 0    
                          Class B - 406,312 (1)
Number of                 
Shares               8.   Shared Voting Power:
Beneficially              Class A - 456,282 (1)
Owned By                  Class B - 0
Each
Reporting            9.   Sole Dispositive Power: -0-
Person With               Class A - 0
                          Class B - 406,312 (1)

                     10.  Shared Dispositive Power:
                          Class A - 456,282 (1)
                          Class B - 0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

                     Class A - 709,357 (1)(2)
                     Class B - 969,609 (1)(3)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain
         Shares:
                                                             /x/ See Item 2.

13.      Percent of Class Represented by Amount in Row (11):

                     Class A - 10.8% (2)(4)
                     Class B - 4.4% (3)(5)


14.      Type of Reporting Person: IN        

- ------------
(1)      Because Alfredo Brener, through a limited partnership whose
         corporate general partner he controls, owns warrants to purchase a
         98.5% limited partnership interest in Bondo Air, and on the basis of
         certain provisions of the limited partnership agreement of Bondo
         Air, Alfredo Brener may be deemed to beneficially own 98.5% of the
         shares of Class A Common Stock and Class B Common Stock beneficially
         owned by Bondo Air or that may be deemed to be beneficially owned by
         Bondo Air that are attributable to Bondo Air's limited partnership
         interest in Air Partners.  Pursuant to Rule 13d-4 under the Act, Mr.
         Brener disclaims beneficial ownership of all such shares.
(2)      Includes 253,075 shares of Class A Common Stock that may be acquired
         upon the exercise of warrants held by Air Partners, L.P. and
         attributable to 98.5% of the limited partnership interest in Air
         Partners, L.P. held by Bondo Air.
(3)      Includes 563,297 shares of Class B Common Stock that may be acquired
         upon the exercise of warrants held by Air Partners, L.P. and
         attributable to 98.5% of the limited partnership interest in Air
         Partners, L.P. held by Bondo Air.
(4)      Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 6,554,131 shares of Class A Common Stock outstanding which
         includes the warrants to purchase Class A Common Stock held by  Air
         Partners, L.P. and attributable to Bondo Air Limited Partnership
         pursuant to the Partnership Agreement but does not include warrants
         held by any other persons.
(5       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
         are 22,047,371 shares of Class B Common Stock outstanding which
         includes the warrants to purchase Class B Common Stock held by  Air
         Partners, L.P. and attributable to Bondo Air Limited Partnership
         pursuant to the Partnership Agreement but does not include warrants
         held by any other persons.

 
<PAGE>

<PAGE>

         Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated August
8, 1995, as amended by Amendment No. 1 dated August 11, 1995 (the "Schedule
13D"), relating to the shares of Class A Common Stock, par value $.01 per
share ("Class A Stock"), and Class B Common Stock, par value $.01 per share
("Class B Stock"), of Continental Airlines, Inc. (the "Issuer").  Unless
otherwise indicated, all defined terms used herein shall have the same
meanings respectively ascribed to them in the Schedule 13D.

ITEM 1.  SECURITY AND ISSUER.

         No material change.

ITEM 2.  IDENTITY AND BACKGROUND.

         No material change.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         No material change.


ITEM 4.  PURPOSE OF TRANSACTION.

         No material change.

ITEM 5.  INTERESTS IN SECURITIES OF THE ISSUER.

         Paragraphs (a)-(c) of Item 5 are hereby amended and restated in their
entireties as follows:

         (a)

         AIR PARTNERS

         The aggregate number of shares of the Class A Stock that Air Partners
owns beneficially, pursuant to Rule 13d-3 under the Act, is 4,259,734, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.  The aggregate
number of shares of the Class B Stock that Air Partners owns beneficially,
pursuant to Rule 13d-3 under the Act, is 3,382,632, which constitutes
approximately 13.6% of the 24,866,706 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.

         1992 AIR GP

         Because of its position as one of two general partners of Air
Partners, and because of its direct ownership of 379,194 shares of the Class
B Stock, 1992 Air GP may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 4,259,734 shares of the Class A Stock, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and an aggregate of
3,761,826 shares of the Class B Stock, which constitutes approximately 15.1%
of the 24,866,706 shares of such stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i) under the Act.

         AIR II

         Because of its position as one of two general partners of Air
Partners, and because of its direct ownership of 2,403 shares of the Class B
Stock Air II may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of (i) 4,259,734 shares of the Class A Stock, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) an
aggregate 3,385,035 shares of the Class B Stock, which constitutes
approximately 13.6% of the 24,866,706 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.

         AIR, INC.

         Because of its position as one of two general partners of 1992 Air
GP, Air, Inc., may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of (i) 4,259,734 shares of the Class A Stock, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) 3,761,826
shares of the Class B Stock, which constitutes approximately 15.1% of the
24,866,706 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.

         BONDERMAN

         Because of his position as the controlling shareholder of each of Air
II and Air, Inc., and as the general partner of Bonderman Family, and because
he holds a director stock option to acquire 3,000 shares of the Class B Stock, 
and because of his direct ownership of 142,684 shares of the Class B Stock, 
Bonderman may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of (i) 4,267,934 shares of the Class A Stock, which
constitutes approximately 54.6% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) an
aggregate 4,351,138 shares of the Class B Stock, which constitutes
approximately 17.5% of the 24,869,706 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.  

         BONDERMAN FAMILY

         The aggregate number of shares of the Class A Stock that Bonderman
Family owns, or may be deemed to own, beneficially, pursuant to Rule 13d-3
under the Act, is 80,215, 8,200 shares of which Bonderman Family owns directly
and 72,015 shares of which Bonderman Family may be deemed to own beneficially
because of its position as a limited partner of Air Partners, and on the basis
of certain provisions of the Partnership Agreement. In the aggregate, such
shares of Class A Stock constitute approximately 1.3% of the 6,326,749 shares
of such stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the
Act.  The aggregate number of shares of the Class B Stock that Bonderman
Family owns, or may be deemed to own, beneficially, pursuant to Rule 13d-3
under the Act, is 498,412, 441,225 of which Bonderman Family owns directly and
57,187 of which Bonderman Family may be deemed to own beneficially because of
its position as a limited partner of Air Partners, and on the basis of certain
provisions of the Partnership Agreement.  Such shares of Class B Stock in the
aggregate constitute approximately 2.3% of the 21,541,261 shares of such stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.  Pursuant to
Rule 13d-4 under the Act, Bonderman Family disclaims beneficial ownership of
all such shares attributable to Bonderman Family's limited partnership
interest in Air Partners.

         BONDO AIR

         Because of its position as a limited partner of Air Partners, and on
the basis of certain provisions of the Partnership Agreement, Bondo Air may,
pursuant to Rule 13d-3 of the Act, be deemed to own beneficially 720,159
shares of the Class A Stock, which constitutes approximately 11.0% of the
6,557,985 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.  The aggregate number of shares of the Class B Stock
that Bondo Air owns, or may be deemed to own, beneficially, pursuant to Rule
13d-3 under the Act, is 984,374, 412,499 of which Bondo Air owns directly and
571,875 of which Bondo Air may be deemed to own beneficially because of its
position as a limited partner of Air Partners, and on the basis of certain
provisions of the Partnership Agreement.  Such shares of Class B Stock in the
aggregate constitute approximately 4.5% of the 22,055,949 shares of such stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.  Pursuant to
Rule 13d-4 under the Act, Bondo Air disclaims beneficial ownership of all such
shares attributable to Bondo Air's limited partnership interest in Air
Partners.

         BRENER

         Because of his ownership, through a limited partnership whose
corporate general partner he controls, of warrants to purchase a 98.5% limited
partnership interest in Bondo Air, and on the basis of certain provisions of
the limited partnership agreement of Bondo Air and the Partnership Agreement,
Brener may, pursuant to Rule 13d-3 under the Act, be deemed to be the
beneficial owner of 709,357 shares of the Class A Stock, which constitutes
approximately 10.8% of the 6,554,131 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act and 969,608 shares of the Class
B Stock, which constitutes approximately 4.4% of the 22,047,371 shares of such
stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. 
Pursuant to Rule 13d-4 under the Act, Brener disclaims beneficial ownership of
all such shares attributable to Bondo Air's limited partnership interest in
Air Partners.

         To the best knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in response to Item 2(a) herein
is the beneficial owner of any shares of the Class A Stock or the Class B
Stock.

         (b)  

         AIR PARTNERS

         Acting through its two general partners, Air Partners has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 2,740,000 shares of the Class A Stock and has no power to vote
or to direct the vote of any shares of the Class B Stock.  Additionally, the
voting and dispositive power with respect to the shares of Class A Common
Stock held by Air Partners may, under certain circumstances, be deemed to be
shared with, or may be exercised by, the limited partners of Air Partners as
further described in Item 6 hereof.

         1992 AIR GP

         In its capacity as one of two general partners of Air Partners, and
acting through its majority general partner, 1992 Air GP has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
2,740,000 shares of the Class A Stock.  Acting through its majority general
partner, 1992 Air GP has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 379,194 shares of the Class B Stock.

         AIR II

         In its capacity as one of two general partners of Air Partners, and
acting through its controlling shareholder, Air II has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
2,740,000 shares of the Class A Stock.  Acting through its controlling
shareholder, Air II has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 2,403 shares of the Class B Stock.

         AIR, INC.

         In its capacity as the majority general partner of 1992 Air GP, and
acting through its controlling shareholder, Air, Inc. has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
2,740,000 shares of the Class A Stock and the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 379,194 shares of the
Class B Stock.

         BONDERMAN

         In his capacity as the controlling shareholder of each of Air II and
Air, Inc., Bonderman has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 2,740,000 shares of the Class A Stock
and the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 381,597 shares of the Class B Stock.  In his capacity as
sole general partner of Bonderman Family, Bonderman has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 8,200
shares of the Class A Stock and 441,225 shares of the Class B Stock. 
Bonderman has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 142,684 shares of Class B Common Stock. 
Additionally, because of Bonderman's ownership of direct and indirect limited
partnership interests in Air Partners, and on the basis of certain provisions
of the Partnership Agreement, Bonderman may be deemed to have shared power to
vote or to direct the vote and to dispose or to direct the disposition of
shares of Class A Stock beneficially owned by Air Partners attributable to
such limited partnership interests in Air Partners.

         BONDERMAN FAMILY

         Acting through its sole general partner, Bonderman Family has the 
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 8,200 shares of the Class A Stock and 441,225 shares of the
Class B Stock.  Additionally, because of its ownership of a limited
partnership interest in Air Partners, and on the basis of certain provisions
of the Partnership Agreement, Bonderman Family may be deemed to have shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 46,322 shares of Class A Stock.

         BONDO AIR

         In its capacity as a limited partner of Air Partners, and on the
basis of certain provisions of the Partnership Agreement, Bondo Air may be
deemed to have shared power to vote or to direct the vote and to dispose or to
direct the disposition of 463,230 shares of the Class A Stock attributable to
Bondo Air's limited partnership interest in Air Partners.  Bondo Air has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 412,499 shares of Class B Stock. 

         BRENER

         Because of his ownership, through a limited partnership whose
corporate general partner he controls, of warrants to purchase a 98.5% limited
partnership interest in Bondo Air, and on the basis of certain provisions of
the limited partnership agreement of Bondo Air and the Partnership Agreement,
Brener may be deemed to have shared power to vote or to direct the vote and to
dispose or to direct the disposition of 456,282 shares of the Class A Stock
attributable to Bondo Air's limited partnership interest in Air Partners. 
Because of his ownership, through a limited partnership whose corporate
general partner he controls, of warrants to purchase a 98.5% limited
partnership interest in Bondo Air, Brener may be deemed to have the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
406,312 shares of the Class B Stock held by Bondo Air.

         (c)  As of March 29, 1996, Air Partners distributed 2,742,773 shares
of Class B Stock to its partners in a pro rata in kind distribution, subject
to the receipt by the Issuer of the agreements from partners, including the
Reporting Persons who are partners, described in Item 6 below.  No
consideration was paid by the partners in connection with the distribution. 
In the distribution, each of the following Reporting Persons received the
number of shares of Class B Stock set forth opposite his or its name below:

             Reporting Person                 Shares of Class B Stock

             1992 Air GP                      379,194
             Air II                           2,403
             Bonderman                        142,684
             Bonderman Family                 41,225
             Bondo Air                        412,499

         The other partners of Air Partners received in the aggregate the
remaining 1,764,768 shares of Class B Stock being distributed.

         On March 15, 1996 Bonderman Family purchased 150,000 shares of the
Class B Stock at the price of $10.00 per share pursuant to the exercise of an
over-the-counter call option contract.

         Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in the shares of the
Class A Stock or Class B Stock in the previous 60 days.

         (d)-(e)

         No material change.


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
         RESPECT TO SECURITIES OF THE ISSUER.

         Item 6 is hereby partially amended by adding at the end thereof, the
following:

         Except as disclosed in this Statement on Schedule 13D (including the
original Schedule 13D filing, as amended), the Reporting Persons know of no
contracts, arrangements, understandings or relationships between or among
themselves, or between the Reporting Persons and any other person, with
respect to any securities of the Issuer.

         As a condition to the distribution of Class B Stock by Air Partners
described in Item 5(c) above, the partners of Air Partners, including the
Reporting Persons who are partners, are required to agree with the Issuer (the
"Partners Lock Up") (i) to be bound by the restrictions agreed to by Air
Partners in a lock up agreement entered into by Air Partners (the "Air
Partners Lock Up") in connection with the issuance by the Issuer of its 6-3/4%
Convertible Subordinated Notes due April 15, 2006 and (ii) to comply with
certain restrictions on the transfer of the Class B Stock received in the
distribution so as to avoid the imposition of any restrictions, pursuant to
Rule 382 of the Internal Revenue Code of 1986, as amended, on the Issuer's
ability to utilize its net operating losses.

         In connection with the distribution of Class B Stock by Air Partners
described in Item 5(c) above, and subject to the receipt by the Issuer of the
agreements from the partners, including the Reporting Persons who are
partners, described in this Item 6, Air Partners assigned to each partner in
respect of the Class B Stock distributed to it (the "Assignment") the right to
certain "piggy-back" registration rights under Section 2.2 of the Registration
Rights Agreement among Air Partners, Air Canada and the Issuer dated as of
April 27, 1993.

         The description set forth in this Item 6 of the Air Partners Lock Up,
the Partners Lock Up and the Assignment do not purport to be complete and are
qualified in their entirety by reference to such agreements, the form of each
of which is being filed as an exhibit to this Schedule 13D Statement.

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.

Exhibit 4.1  Subscription and Stockholders' Agreement, dated as of April 27,
             1993, among Air Partners, Air Canada and the Issuer, previously
             filed. 

Exhibit 4.2  Warrant Agreement, dated as of April 27, 1993, by and between
             the Issuer and the Warrant Agent as defined therein, previously
             filed.

Exhibit 4.3  Registration Rights Agreement dated as of April 27, 1993, among
             Air Partners, Air Canada and the Issuer, previously filed.

Exhibit 4.4  Form of Lock Up Agreement between Air Partners and Goldman Sachs
             International, filed herewith.

Exhibit 4.5  Form of Lock Up Agreement between each Partner of Air Partners
             and the Issuer, filed herewith.

Exhibit 4.6  Form of Assignment of Registration Rights by Air Partners
             in favor of each Partner of Air Partners, filed herewith.

Exhibit 24.1 Power of Attorney dated August 7, 1995 by Alfredo Brener,
             previously filed.

Exhibit 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.

Exhibit 99.2 Amended and Restated Limited Partnership Agreement of Air
             Partners, L. P., together with the first amendment thereto,
             previously filed.


<PAGE>

<PAGE>
      After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.

      Dated: April 3, 1996


                               AIR PARTNERS, L.P.

                               By:  1992 AIR GP,
                                    General Partner

                                    By:  1992 AIR, INC.,
                                         General Partner



                                         By:/s/James J. O'Brien
                                               James J. O'Brien,
                                               Vice President

                               1992 AIR GP

                               By:  1992 AIR, INC.,
                                    General Partner



                                    By:/s/James J. O'Brien
                                          James J. O'Brien,
                                          Vice President


                               AIR II GENERAL, INC.



                               By:/s/James J. O'Brien
                                     James J. O'Brien,
                                     Vice President


                               1992 AIR, INC.



                               By:/s/James J. O'Brien
                                     James J. O'Brien,
                                     Vice President


                               /s/James J. O'Brien 
                               James J. O'Brien,
                               Attorney-in-Fact for each of:
                               DAVID BONDERMAN (1)
                               ALFREDO BRENER (2)


                               BONDERMAN FAMILY LIMITED PARTNERSHIP

                               By:  David Bonderman, general partner


                               By:/s/James J. O'Brien, 
                               Attorney-in-Fact for DAVID BONDERMAN(1)



                               BONDO AIR LIMITED PARTNERSHIP

                               By:  1992 AIR, INC.,
                                    General Partner



                                    By:/s/James J. O'Brien
                                         James J. O'Brien,
                                         Vice President




(1)   A Power of Attorney authorizing James J. O'Brien to act on behalf of
      David Bonderman was previously filed with the Commission.

(2)   A Power of Attorney authorizing James J. O'Brien to act on behalf of
      Alfredo Brener was previously filed with the Commission.





                                   EXHIBIT 4.4


                                LOCK UP AGREEMENT


                                                             March ___, 1996


GOLDMAN SACHS INTERNATIONAL
c/o Goldman Sachs & Co.
85 Broad Street
New York, New York  10004

Ladies and Gentlemen:

      The undersigned have been informed that CONTINENTAL AIRLINES, INC.
("Continental" or the "Company"), proposes to issue $200,000,000* of its 6-
3/4% Convertible Subordinated Notes due April 15, 2006 ("Notes").  The
undersigned have been informed that Continental has prepared an Offering
Circular regarding the Notes (the "Offering Circular") and will enter into an
underwriting agreement (the "Underwriting Agreement") with Goldman Sachs
International (the "Underwriter").

      To facilitate the sale of the Notes to be sold thereunder and in
consideration of the Underwriter's entering into the Underwriting Agreement,
the undersigned hereby irrevocably confirms, covenants and agrees for the
benefit of Continental and the Underwriter that, except as set forth herein,
it will not, directly or indirectly, offer, sell, contract to sell or
otherwise dispose of any shares of any class of Continental's common stock
registered in the name of, or beneficially owned or controlled by the
undersigned on the date hereof, or any securities exchangeable or exercisable
for or convertible into
 shares of any class of common stock of the Company, or
any substantially similar securities (collectively, the "Exchangeable
Securities"), for a period of 60 days after February 27, 1997, without the
prior written consent of Goldman Sachs International, except that the
undersigned may (i) convert shares of such common stock or Exchangeable
Securities into Continental common stock of another class or other
Exchangeable Securities and (ii) transfer any such securities to any of its
partners or affiliates if the transferee provides Continental with an executed
and binding agreement of such entity to be bound by the agreements set forth
herein.

      The undersigned further represents to you that as of the date hereof
the undersigned is not a party to (nor are any of the shares of any class of
Continental's common stock registered in the name of, beneficially owned or
controlled by the undersigned or any Exchangeable Securities owned by the
undersigned subject to), any option, warrant or other right to acquire such
common stock or Exchangeable Securities by any other person or entity other
than as provided in the Subscription and Stockholder's Agreement dated as of
April 27, 1993 among Continental, Air Canada and Air Partners, L.P.

      The undersigned acknowledges and agrees that this agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
undersigned and you.


                                   Very truly yours,

                                   AIR PARTNERS, L.P.

                                   By: 1992 AIR GP
                                          General Partner

                                       By:   1992 AIR INC.
                                             General partner


                                       By: _________________________       
                                          Name:
                                          Title:

*    plus an additional $30,000,000 issuable upon exercise of the
Underwriter's over-allotment option


                                   EXHIBIT 4.5

                              LETTER OF INSTRUCTION


                                                  _____________, 1996


CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Suite 2010
Houston, Texas  77018

Ladies and Gentlemen:

     1.   Instructions for Issuance of Stock Certificates.

     In connection with the distribution (the "Distribution") by Air Partners,
L.P. ("Air Partners") to its partners of certain shares of Class B common
stock, par value $.01 per share (the "Class B common stock") of Continental
Airlines, Inc. ("Continental"), the undersigned hereby authorizes and directs
you to cause certificates representing the Class B common stock to be issued
in the name of the undersigned and delivered to the address set forth below:

     Mail to:

          Address:                 ____________________________________
                                   ____________________________________


     2.   Convertible Debt Lock Up.

     The undersigned has been informed that Air Partners entered into a lock
up agreement (the "Air Partners Lock Up") for your benefit and the benefit of
Goldman Sachs International in connection with your recent issuance of 6-3/4%
Convertible Subordinated Notes due April 15, 2006.  In consideration of and in
order to facilitate the Distribution, the undersigned hereby agrees to be
bound by the agreements in the Air Partners Lock Up that are set forth in the
following paragraph:

          the undersigned hereby irrevocably confirms, covenants and
          agrees for
 the benefit of Continental and Goldman Sachs
          International that, except as set forth herein, it will
          not, directly or indirectly, offer, sell, contract to sell
          or otherwise dispose of any shares of any class of
          Continental's common stock registered in the name of, or
          beneficially owned or controlled by the undersigned on the
          date hereof, or any securities exchangeable or exercisable
          for or convertible into shares of any class of common
          stock of Continental, or any substantially similar
          securities (collectively, the "Exchangeable Securities"),
          for a period of 60 days after February 27, 1996, without
          the prior written consent of Goldman Sachs International,
          except that the undersigned may (i) convert shares of such
          common stock or Exchangeable Securities into Continental
          common stock of another class or other Exchangeable
          Securities and (ii) transfer any such securities to any of
          its partners or affiliates if the transferee provides
          Continental with an executed and binding agreement of such
          entity to be bound by the agreement set forth herein.

     3.   No Private Sales to 5% Stockholders.

     In consideration of and in order to facilitate the Distribution, the
undersigned further agrees as follows:

          (a)  For purposes of this paragraph 3, the following terms have the
     respective meanings set forth below:

          "Code" means the Internal Revenue Code of 1986, as amended;

          "Five-Percent Stockholder" means Person or group of Persons
          identified as a "five-percent shareholder" of Continental for
          purposes of Section 382 of the Code and the Treasury Regulations
          promulgated thereunder;

          "Percentage Stock Ownership" means the percentage of beneficial or
          legal ownership of Class B common stock as determined in accordance
          with Section 382 of the Code and the Treasury Regulations
          promulgated thereunder;

          "Person" means an individual, corporation, estate, trust,
          association, company, partnership or similar organization;

          "Transfer" means any sale, transfer, assignment, conveyance, pledge
          or other disposition or the issuance of any option to sell,
          transfer, assign, convey, pledge or otherwise dispose; and

          "Treasury Regulation Section 1.382" means the final and temporary
          income tax regulations promulgated under Section 382 of the Code and
          any successor temporary or final regulation or regulations.  Each
          reference to any subsection of such regulations includes references
          to any successor to such subsection.

          (b)  The undersigned will not, directly or indirectly, Transfer
     legal or beneficial ownership of Class B common stock prior to December
     16, 1996 or attempt to Transfer Class B common stock by entering into an
     agreement (including any arrangement treated as an option under Treasury
     Regulation Section 1.382-4) prior to December 16, 1996, in each case to
     the extent that, to the knowledge of the undersigned, as a result of such
     purported Transfer (or any series of Transfers of which such purported
     Transfer is a part), either (i) any Person or group of Persons would
     become a Five-Percent Stockholder or (ii) the Percentage Stock Ownership
     of any Five-Percent Stockholder would be increased; provided that the
     foregoing provisions shall not prohibit sales through the facilities of
     any national securities exchange of Class B common stock listed on such
     national securities exchange in "brokers transactions" or in direct
     transactions with a "market maker" (as each such term is used in Rule 144
     under the Securities Act of 1933, as amended) unless the undersigned has
     actual knowledge that the ultimate purchaser in any such transaction (or
     any series of transactions of which such purported transaction is a part)
     is (i) a Person or group or Persons that would become a Five-Percent 
     Stockholder as a result of the sale or (ii) an existing Five-Percent
     Stockholder.

          Any purported Transfer of Class B common stock in violation of this
     Section 3(b), or any purported Transfer of Class B common stock that
     would violate this Section 3(b) if the phrases "to the knowledge of the
     undersigned" and "the undersigned has actual knowledge that" contained
     herein were deleted, shall be null and void and shall not operate to
     transfer title to, or any interest in, the Class B common stock
     purportedly Transferred to the purported transferee.

     The agreements set forth herein shall be binding upon and inure to the
benefit of the successors and assigns of the undersigned and you.

                              Very truly yours,



                              _______________________________________
                              Name of Partner:



                                   By:  _____________________________
                                       Name:
                                       Title:




                                   EXHIBIT 4.6

                  ASSIGNMENT OF INCIDENTAL REGISTRATION RIGHTS


     This Assignment, dated the 29th day of March, 1996, by Air Partners,
L.P., a Texas limited partnership ("Air Partners") in favor of each of the
limited partners of Air Partners named on Exhibit "A" hereto (individually, a
"Partner" and collectively, the "Partners").  Capitalized terms used but not
defined herein shall have the meanings specified in the Registration Rights
Agreement among Air Partners, L.P., Air Canada and Continental Airlines, Inc.,
dated as of April 26, 1993 (the "Registration Rights Agreement").

                              W I T N E S S E T H :

     WHEREAS, pursuant to a memorandum addressed to the Partners dated the
date hereof (the "Memorandum"), Air Partners determined to make a distribution
to the Partners, effective as of the date hereof, of the shares of Class B
common stock of Continental (the "Shares") held by Air Partners; and

     WHEREAS, Air Partners has the right to request the incidental
registration of the Registrable Shares (which include the Shares) by
Continental pursuant to the Registration Rights Agreement;

     NOW, THEREFORE, in connection with the distribution of the Shares to the
Partners, and subject to the prior execution by each Partner of the Letter of
Instruction attached to the
 Memorandum, Air Partners does hereby assign to
each Partner in respect of the Shares distributed to it (i) the right to
request incidental registration of such Shares in accordance with Section 2.2
of the Registration Rights Agreement (the "Incidental Registration Rights")
and (ii) all other rights under the Registration Rights Agreement necessary
solely in connection with any exercise of the Incidental Registration Rights
by such Partner; provided that no Partner may assign the Incidental
Registration Rights assigned to it hereunder to any other Person.

     IN WITNESS WHEREOF, Air Partners has caused this Assignment Agreement to
be duly executed and delivered as of the date first above written.

                              AIR PARTNERS, L.P.


                              By:__________________________________
                              Name:
                              Title:

<PAGE>

<PAGE>
                                   EXHIBIT "A"


1992 AIR GP

AIR II GENERAL, INC.

DAVID BONDERMAN

BONDERMAN FAMILY LIMITED PARTNERSHIP

ESTATE OF LARRY L. HILLBLOM

DHL MANAGEMENT SERVICES, I

LECTAIR PARTNERS

SUN AMERICA, INC.

ELI BROAD

AMERICAN GENERAL CORPORATION

DONALD STURM

CONAIR LIMITED PARTNERS, L.P.

BONDO AIR L.P.




                                  EXHIBIT 99.1

      Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.

                               AIR PARTNERS, L.P.

                               By:  1992 AIR GP,
                                    General Partner

                                    By:  1992 AIR, INC.,
                                         General Partner



                                         By:/s/James J. O'Brien
                                               James J. O'Brien,
                                               Vice President

                               1992 AIR GP

                               By:  1992 AIR, INC.,
                                    General Partner



                                    By:/s/James J. O'Brien
                                          James J. O'Brien,
                                          Vice President


                               AIR II GENERAL, INC.



                               By:/s/James J. O'Brien
                                     James J. O'Brien,
                                     Vice President


                               1992 AIR, INC.



                               By:/s/James J. O'Brien
                                     James J. O'Brien,
                                     Vice President


                               /s/James J. O'Brien
                               James J. O'Brien,
                               Attorney-in-Fact for each of:
                               DAVID BONDERMAN (1)
                               ALFREDO BRENER (2)


                               BONDERMAN FAMILY LIMITED PARTNERSHIP

                               By:  David Bonderman, general partner


                               By:/s/James J. O'Brien,
                               Attorney-in-Fact for DAVID BONDERMAN(1)


                               BONDO AIR LIMITED PARTNERSHIP

                               By:  1992 AIR, INC.,
                                    General Partner



                                    By:/s/James J. O'Brien
                                         James J. O'Brien,
                                         Vice President


(1)   A Power of Attorney authorizing James J. O'Brien to act on behalf of
      David Bonderman was previously filed with the Commission.

(2)   A Power of Attorney authorizing James J. O'Brien to act on behalf of

      Alfredo Brener was previously filed with the Commission.