SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-A

       For Registration of Certain Classes of Securities 
             Pursuant to Section 12(b) or 12(g) of 
               the Securities Exchange Act of 1934

                   Continental Airlines, Inc.
                 Continental Airlines Finance Trust
     (Exact Name of Registrant as Specified in Its Charter)


               Delaware                          74-2099724
               Delaware                          51-6502566
       (State of Incorporation               (I.R.S. Employer     
            or Organization)                 Identification No.)


     2929 Allen Parkway, Suite 2010
           Houston, Texas                           77019
    (Address of Principal Executive               (Zip Code)
    offices for both registrants)                    


If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box.  .....

If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box.  .....


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

 Title of Each Class             Name of Each Exchange on Which
 to be so Registered             Each Class is to be Registered

8-1/2% Convertible Trust
  Originated Preferred Securities  New York Stock Exchange, Inc.  
  SM (liquidation amount      
  $50 per Preferred Security) 
  of Continental Airlines 
  Finance Trust (and the 
  Guarantee with respect thereto)

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

                              None
                        (Title of class)

Item 1.  Description of Registrant's Securities to be Registered.

     The 8 1/2% Convertible Trust Originated Preferred Securities
(the "Preferred Securities") of Continental Airlines Finance
Trust (the "Trust"), a statutory business trust created under the
laws of the State of Delaware, registered hereby represent
preferred undivided beneficial interests in the assets of the
Trust and are guaranteed by Continental Airlines, Inc., a
Delaware corporation and the sponsor of the Trust (the
"Company"), to the extent set forth in the Preferred Securities
Guarantee (the "Guarantee"), which has been filed as Exhibit 4.7
to the Registration Statement on Form S-3 (the "Registration
Statement") of the Trust and the Company (File No. 333-04601)
filed with the Securities and Exchange Commission.  The
particular terms of the Preferred Securities and the Guarantee
are described in the Prospectus included in the Registration
Statement, and such descriptions are incorporated by reference
herein.  ("Trust Originated Preferred Securities and "TOPrS" are
service marks of Merrill Lynch & Co., Inc.)

Item 2.  Exhibits.

          The following exhibits are hereby incorporated by
reference from the Registration Statement on Form S-3 (File No.
333-04601) of Continental Airlines Finance Trust and Continental
Airlines, Inc.:

          

     2.1      Form of 8 1/2% Preferred Securities (included in
              Exhibit 2.3 below)

     2.2      Declaration of Trust of Continental Airlines
              Finance Trust, dated as of November 7, 1995

     2.3      Amended and Restated Declaration of Trust of
              Continental Airlines Finance Trust, dated as of
              November 28, 1995 among Continental Airlines,
              Inc., as Sponsor, Wilmington Trust Company, as
              Property Trustee and Delaware Trustee and Lawrence
              W. Kellner and Jeffery A. Smisek, as Regular
              Trustees

     2.4      Amendment to the Amended and Restated Declaration
              of Trust, dated as of May 9, 1996

     2.5      Indenture for the 8 1/2% Convertible Subordinated
              Debentures, dated as of November 28, 1995 among
              Continental Airlines, Inc. and Wilmington Trust
              Company, as Trustee

     2.6      Form of 8 1/2% Convertible Subordinated Debentures
              (included in Exhibit 2.5 above)

     2.7      Continental Airlines, Inc. Preferred Securities
              Guarantee, dated as of November 28, 1995, between
              Continental Airlines, Inc., as Guarantor, and
              Wilmington Trust Company, as Preferred Guarantee
              Trustee

<PAGE>
                            SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


                             CONTINENTAL AIRLINES, INC.



                             By: /s/ Jeffery A. Smisek
                               --------------------------------
                                Jeffery A. Smisek
                                Senior Vice President
                               
                               
                             CONTINENTAL AIRLINES FINANCE TRUST
                             
                             
                             By: /s/ Lawrence W. Kellner
                                -------------------------------
                                Lawrence W. Kellner
                                Regular Trustee
                               
                               
                               
                               
                             By: /s/ Jeffery A. Smisek
                                -------------------------------
                                Jeffery A. Smisek
                                Regular Trustee

                               
Date:  June 21, 1996