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

                            FORM 10-K
(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
           FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                               OR

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

                             0-9781
                    (Commission File Number)

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

           Delaware                         74-2099724
(State or other jurisdiction of            (IRS Employer
incorporation or organization)          Identification No.)

     2929 Allen Parkway, Suite 2010, Houston, Texas    77019
        (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:  713-834-2950

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

                                    Name of Each Exchange
   Title of Each Class               on Which Registered

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

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

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

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes     X       No          

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

The aggregate market value of the voting stock held by non-
affiliates of the registrant was $1.6 billion as of February 14,
1997.

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  
Yes    X     No        
                         _______________

As of February 14, 1997, 8,661,564 shares of Class A Common Stock
and 48,802,445 shares of Class B Common Stock were outstanding.

               DOCUMENTS INCORPORATED BY REFERENCE
               Proxy Statement for Annual Meeting
     of Stockholders to be held on May 16, 1997:   PART III


                             PART I


ITEM 1.  BUSINESS.

Continental Airlines, Inc. (the "Company" or "Continental") is a
major United States air carrier engaged in the business of
transporting passengers, cargo and mail.  Continental is the fifth
largest United States airline (as measured by 1996 revenue
passenger miles) and, together with its wholly owned subsidiary,
Continental Express, Inc. ("Express"), and its 91%-owned
subsidiary, Continental Micronesia, Inc. ("CMI"), each a Delaware
corporation, serves 188 airports worldwide.  As of February 14,
1997, Continental flies to 58 international destinations and offers
additional connecting service through alliances with foreign
carriers.  Continental recently announced expanded service from
Newark to Dusseldorf, Germany (scheduled to commence March 19,
1997), to Lisbon, Portugal (scheduled to commence May 1, 1997) and
to Birmingham, England (scheduled to commence July 1, 1997).  In
addition, Continental recently entered into agreements with Air
France for a joint marketing arrangement that will involve service
from Newark and Houston to Paris (scheduled to commence in the
third quarter of 1997), subject to governmental approval, and
Aeroflot Russian International Airlines ("Aeroflot") for a joint
marketing arrangement that will involve service from Newark to
Moscow (scheduled to commence in the third quarter of 1997),
subject to governmental approval.  Also, Continental recently
entered into an agreement with Alitalia Airlines ("Alitalia") to
expand the companies' existing code-share relationship to include
additional flights between the United States and Italy, which is
expected to commence in the second quarter of 1997.  Continental is
one of the leading airlines providing service to Mexico and Central
America, serving more destinations there than any other United
States airline.  In addition, Continental flies to four cities in
South America.  Through its Guam hub, CMI provides extensive
service in the western Pacific, including service to more Japanese
cities than any other United States carrier.

As used in this Form 10-K, the terms "Continental" and "Company"
refer to Continental Airlines, Inc. and its subsidiaries, unless
the context indicates otherwise.  This Form 10-K may contain
forward-looking statements.  In connection therewith, please see
the cautionary statements contained in Item 1.  "Business.  Risk
Factors Relating to the Company" and "Business.  Risk Factors
Relating to the Airline Industry" which identify important factors
that could cause actual results to differ materially from those in
the forward-looking statements.

Business Strategy

In 1994, Continental experienced operational problems in connection
with its rapid expansion of its network of short haul, no frills,
low fare flights resulting in significant losses.  In early 1995,
Continental's new management team, led by Gordon Bethune (Chairman
of the Board and Chief Executive Officer) and Greg Brenneman
(President and Chief Operating Officer), put in place a
comprehensive strategic and operational plan designed to
fundamentally change the Company.  The plan, labeled the "Go
Forward Plan", is a "back to basics" approach, which focuses on
improving profitability and financial condition, delivering a
consistent, reliable, quality product to customers and improving
employee morale and working conditions.  Management believes that
the initiatives put in place under the Go Forward Plan and the
support of the Continental employees contributed significantly to
the Company's record $224 million of net income in 1995 and $319
million of net income in 1996.  During the past two years, the
Company has achieved substantial improvements in revenue per
available seat mile, load factor and yields, growth of cash from
operations, consistent interior and exterior aircraft appearance,
and significant improvements in rankings for on-time performance,
mishandled bags, customer complaints and involuntary denied
boardings (as reported by the U.S. Department of Transportation
("DOT")), as well as improved employee relations.

In 1996, the Company continued to experience operational success as
evidenced by its continued improvement in each of the four key
performance categories tracked by the DOT.  In the most recent 12-
month reporting period, Continental ranked first for fewest
involuntary denied boardings, second for on-time performance,
second for fewest mishandled bags, and third for fewest customer
complaints compared to its competitors.  In addition, Continental
won the J.D. Power and Associates award for customer satisfaction
among the nine major U.S. carriers on long-haul (500+ miles)
flights, based on an independent survey of frequent flyers, and was
recently named "Airline of the Year" by the leading aviation trade
magazine, Air Transport World.

The Company's 1996-1997 strategic plan, as discussed below, retains
the four basic components of the Go Forward Plan: Fly to Win, Fund
the Future, Make Reliability a Reality and Working Together, with
new initiatives intended to build upon Continental's operational
and strategic strengths.

Fly to Win

The Company's 1996-1997 Fly to Win initiatives center around three
principal themes:  Focus on Hub Operations, Improve Business/
Leisure Mix and Develop an Alliance Network.

Focus on Hub Operations.  Continental will continue to add select
flights and refine its flight schedules to capitalize on the
strength of its hubs.  In addition, Continental plans to focus on
expanding international traffic through service to new destinations
and additional code-sharing and other marketing alliances with
certain foreign carriers.

Management believes that by adding domestic and international
flights to the Company's hubs, attracting more international
passengers through alliances with foreign carriers and further
refining the efficiency of the Company's hub operations,
Continental will continue to capture additional flow traffic
through its hubs and attract a larger share of higher-yielding
business travelers.

Improve Business/Leisure Mix.  The Company's passenger load factors
have increased from 65.6% in 1995 to 68.1% in 1996, which
facilitates management of the business versus leisure traveler mix
on its aircraft.  Since the average business traveler generally
pays a higher fare (on a revenue-per-seat-mile basis) for the
convenience of being able to make and change last minute travel
plans, increases in business traffic contribute disproportionately
to incremental profitability.  Unrestricted business fares
accounted for approximately 42.8% of the Company's passenger
revenue in 1996 compared to 38.3% in 1995 (excluding CMI and
Express).  Many of the Company's product and schedule improvements
have been made to appeal to business travelers.  The Company has
invested in state-of-the-art revenue management and pricing systems
to enhance its ability to manage its fare mix.

Develop an Alliance Network.  Management believes that developing
a network of international alliance partners will better leverage
the Company's hub assets and result in improved returns to the
Company.  Focusing on multiple tactical alliances allows the
Company to benefit from the strengths of its alliance partners in
their local markets while reducing the Company's reliance on any
individual alliance partner.

The Company seeks alliance relationships that, together with the
Company's own flying, will permit expanded service through Newark
to major destinations in South America, Europe and Asia, and
expanded service through Houston to South America and Europe as
well as service to Japan.  Certain route authorities that would be
required for the Company's own service to certain of these
destinations are not currently available to the Company.  See
"Foreign Carrier Alliances" below for a discussion of new alliances
recently entered into with other carriers.

Fund the Future

Having achieved its 1995 goals of building the Company's overall
liquidity and improving its financial condition, management shifted
its financial focus in 1996 to target the Company's interest and
lease expense.  Through refinancing and other initiatives,
Continental has achieved substantial reductions in interest and
lease expense attributable to financing arrangements that were
entered into when the Company was in a less favorable financial
position.

In 1996, the Company completed a number of transactions intended to
strengthen its long-term financial position and enhance earnings:

    - In the first and second quarters of 1996, the Company
      financed one owned aircraft and exercised its right under 22
      existing leveraged aircraft leases to cause the owner/
      lessor's debt underlying these leases to be refinanced.  The
      lower borrowing costs obtained in the refinancing allowed
      Continental's operating lease expense for the affected
      aircraft to be reduced by more than $17 million annually.

    - In January and February 1996, Continental repurchased or
      redeemed without prepayment penalty the remaining amount of
      its Series A convertible secured debentures for $125 million
      (including payment-in-kind interest of $7 million).

    - In February 1996, Continental sold approximately 1.4 million
      of the 1.8 million shares it owned in America West Airlines,
      Inc. ("America West"), realizing net proceeds of $25 million
      and recognizing a gain of $13 million.  In May 1996, the
      Company sold all of its 802,860 America West warrants,
      realizing net proceeds of $7 million and recognizing a gain
      of $5 million.

    - In March 1996, Continental completed the offering of $230
      million of 6-3/4% convertible subordinated notes.

    - In March 1996, Continental repaid $257 million of secured
      indebtedness to General Electric Capital Corporation, General
      Electric Company and certain affiliates (any one or more of
      such entities, "GE") (of which $47 million was required as a
      result of the convertible debt financing and the America West
      stock sale and $210 million was an optional prepayment),
      resulting in the elimination of certain restrictive
      covenants.

    - In July 1996, CMI consummated a $320 million secured term
      loan financing with a group of banks and other financial
      institutions.  Continental and CMI used the net proceeds,
      together with available cash, to prepay approximately $324
      million in principal amount of GE indebtedness.  The bank
      financing reduced interest expense by $3 million in 1996 and
      is expected to result in a savings in interest expense of $6
      million in 1997, based on current rates.  The bank financing
      does not contain any restrictive covenants at the Continental
      parent level, and none of the assets of the parent company
      (other than its stock in Air Micronesia, Inc. ("AMI"), CMI's
      parent company) is pledged in connection with the financing. 
      Accordingly, this transaction freed up over $1 billion of
      collateral at Continental which was previously pledged under
      the terms of the GE debt agreements.

    - In December 1996, the Company sold $250 million principal
      amount of 9-1/2% senior notes due 2001.  The net proceeds of
      $244 million were added to the Company's available cash
      resources.

Make Reliability a Reality

Customer service continues to be the focus in 1997.  Management
believes Continental's on-time performance record is crucial to its
other operational objectives and, together with its other
initiatives (such as improved baggage handling, customer
satisfaction and involuntary denied boarding), is an important tool
to attract higher-margin business travelers.

Continental's goal for 1997 is to be ranked monthly by the DOT
among the top three major air carriers (excluding those airlines
who do not report electronically) in on-time performance, baggage
handling, customer satisfaction and involuntary denied boarding. 
In 1996, bonuses of $65 were paid to employees (up to the manager
level) for each month that Continental ranked second or third in
on-time performance, and bonuses of $100 were paid for each month
that Continental ranked first; during 1996, Continental ranked
first five times and second or third three times.  This successful
on-time performance bonus program continues in 1997.

In addition to programs intended to improve Continental's standings
in DOT performance data, the Company has acted in a number of
additional areas to enhance its attractiveness to business
travelers and the travel agent community.  Specifically,
Continental implemented various initiatives designed to offer
travelers cleaner and more attractive aircraft interiors,
consistent interior and exterior decor, first class seating on all
jet aircraft, better meals and greater benefits under its award-
winning frequent flyer program.  In 1996, Continental continued to
make product improvements, such as refurbished Presidents Clubs
with specialty bars and on-board specialty coffees and microbrewery
beer, among others.  In 1997, the Company anticipates switching to
a new inflight telephone service provider to install a reliable
air-to-ground telephone service on board its jet aircraft.  The
Company has also continued to refine its award-winning
BusinessFirst service.

Working Together

Management believes that Continental's employees are its greatest
asset, as well as the cornerstones of improved reliability and
customer service.  Management has introduced a variety of programs
to increase employee participation and foster a sense of shared
community.  These initiatives include significant efforts to
communicate openly and honestly with all employees through daily
news bulletins, weekly voicemail updates from Gordon Bethune,
monthly and quarterly Continental publications, videotapes mailed
to employees, and a Go Forward Plan bulletin board in over 600
locations system-wide.  In addition, regularly scheduled visits to
airports throughout the route system are made by the senior
executives of the Company (each of whom is assigned an airport for
this purpose).  Monthly meetings open to all employees, as well as
other periodic on-site visits by management, are designed to
encourage employee participation, knowledge and cooperation. 
Continental's goal for 1997 is to be ranked among the top three
major air carriers in employee measures such as turnover, lost
time, productivity and on the job injury claims.

Capital Structure

Stock Split.  On June 26, 1996, the Board of Directors of the
Company declared a two-for-one stock split (the "Stock Split")
pursuant to which (a) one share of the Company's Class A common
stock, par value $.01 per share ("Class A common stock"), was
issued for each share of Class A common stock outstanding on July
2, 1996 (the "Record Date") and (b) one share of the Company's
Class B common stock, par value $.01 per share ("Class B common
stock"), was issued for each share of Class B common stock
outstanding on the Record Date.  Shares issuable pursuant to the
Stock Split were distributed on or about July 16, 1996.  All
references in this Form 10-K as to the number of shares of common
stock or warrants, options, per share amounts, exercise prices and
market prices relating to the Company's common stock, have been
retroactively restated to reflect the Stock Split.

Corporate Governance.  On June 26, 1996, at the Company's annual
meeting of stockholders, the Company's stockholders approved
changes proposed by the Company to its Restated Certificate of
Incorporation ("Certificate of Incorporation"), which, together
with amendments to the Company's Bylaws ("Bylaws") previously
approved by the Company's Board of Directors (collectively, the
"Amendments"), generally eliminated special classes of directors
(except for the right of Air Partners, L.P., a Texas limited
partnership and major stockholder of the Company ("Air Partners")
to elect one-third of the directors in certain circumstances, as
described below) and supermajority voting provisions, and made a
variety of other modifications aimed at streamlining the Company's
corporate governance structure.  The Amendments, as a whole,
reflect the reduction of the equity interest of Air Canada, a
Canadian corporation ("Air Canada"), in the Company, as described
below, and the decision of the former directors designated by Air
Canada not to stand for reelection, along with the expiration of
various provisions of the Certificate of Incorporation and Bylaws
specifically included at the time of the Company's reorganization
under Chapter 11 of the federal bankruptcy code in April 1993 (the
"Reorganization").  See Item 6.  "Selected Financial Data.  1993
Reorganization" for a discussion of the Company's 1993
Reorganization and Item 3.  "Legal Proceedings.  Plan of
Reorganization".

As a result of the Amendments, shares of the Company's Class A
common stock may be freely converted into an equal number of shares
of the Company's Class B common stock.  Under agreements put in
place at the time of the Reorganization, and designed in part to
ensure compliance with the foreign ownership limitations applicable
to United States air carriers, in light of the substantial stake in
the Company then held by Air Canada, holders of Class A common
stock were not permitted under the Certificate of Incorporation to
convert their shares to Class B common stock.  In 1996, the market
price of Class A common stock was generally below the market price
of Class B common stock, which the Company believes was
attributable in part to the reduced liquidity present in the
trading market for Class A common stock.  A number of Class A
common stockholders requested that the Company provide for free
convertibility of Class A common stock into Class B common stock,
and in light of the reduction of Air Canada's equity stake, the
Company determined that the restriction was no longer necessary. 
Such conversions effectively increase the relative voting power of
those Class A common stockholders who do not convert.  As of
February 14, 1997, stockholders had converted 618,436 shares of
Class A common stock for an equal number of shares of Class B
common stock.

On April 19, 1996, the Company's Board of Directors approved
certain agreements (the "Agreements") with its two major
stockholders, Air Canada and Air Partners.  The Agreements contain
a variety of arrangements intended generally to reflect the
intention that Air Canada had expressed to the Company's management
that it intended to divest its investment in Continental in the
near future given that its investment in the Company had become
less central in light of other initiatives Air Canada had
undertaken - particularly expansion within Canada and exploitation
of the 1995 Open Skies agreement to expand Air Canada's own flights
into the U.S.  Because of these initiatives, Air Canada determined
it appropriate to redeploy the funds invested in the Company into
other uses in Air Canada's business.  Consequently, in May 1996,
Air Canada converted all of its 3,322,112 shares of Class A common
stock into Class B common stock (pursuant to certain rights granted
to it under the Company's Certificate of Incorporation) and sold,
on the open market, 4,400,000 shares of Class B common stock
pursuant to an underwritten public offering arranged by the Company
(the "Secondary Offering").  In January 1997, Air Canada divested
the remainder of its initial investment in Continental common stock
by selling on the open market 5,600,000 shares of Class B common
stock.  

In connection with the Secondary Offering which was completed on
May 14, 1996, the Agreements provided for the following additional
steps to be taken:

- - in light of its reduced equity stake in the Company, Air Canada
  was no longer entitled to designate nominees to the Board of
  Directors of the Company, causing the four then-present or former
  members of the Air Canada board who served as directors of
  Continental to decline nomination for reelection as directors and
  converted all of its Class A common stock to Class B common
  stock;

- - Air Canada and Air Partners entered into a number of agreements
  restricting, prior to December 16, 1996, further disposition of
  the common stock of the Company held by either of them; and 

- - each of the existing agreements among the parties was modified in
  a number of respects to reflect, among other matters, the
  changing composition of the respective equity interests of the
  parties.

On November 21, 1996, Air Partners exercised its right to sell to
the Company, and the Company subsequently purchased, for $50
million, warrants to purchase 2,614,379 shares of Class B common
stock (representing a portion of the total warrants held by Air
Partners) pursuant to an agreement entered into earlier in 1996
with the Company .

As of February 14, 1997, Air Partners held approximately 9.5% of
the common equity interest and 40.5% of the general voting power of
the Company.  If all of the remaining warrants held by Air Partners
had been exercised on February 14, 1997, approximately 19.6% of the
common equity interest and 52.6% of the general voting power of the
Company would have been held by Air Partners.

Domestic Operations

Continental operates its domestic route system primarily through
its hubs at Newark, Houston Intercontinental and Cleveland.  The
Company's hub system allows it to transport passengers between a
large number of destinations with substantially more frequent
service than if each route were served directly.  The hub system
also allows Continental to add service to a new destination from a
large number of cities using only one or a limited number of
aircraft.  Each of Continental's domestic hubs is located in a
large business and population center, contributing to a high volume
of "origin and destination" traffic.

Newark.  As of February 14, 1997, Continental operated 54% (237
departures) of the average daily jet departures and, together with
Express, accounted for 57% (351 departures) of all average daily
departures (jet and turboprop) from Newark.  Considering the three
major airports serving New York City (Newark, LaGuardia and John F.
Kennedy), the Company and Express accounted for 24% of all daily
departures, while the next largest carrier, USAir, Inc. ("USAir"),
and its commuter affiliate accounted for 15% of all daily
departures.

Houston.  As of February 14, 1997, Continental operated 80%
(318 departures) of the average daily jet departures and, together
with Express, accounted for 84% (436 departures) of all average
daily departures from Houston Intercontinental Airport.  Southwest
Airlines Co. ("Southwest") also has a significant share of the
Houston market through Hobby Airport.  Considering both
Intercontinental and Hobby Airports, Continental operated 57% and
Southwest operated 26% of the daily jet departures from Houston.

Cleveland.  As of February 14, 1997, Continental operated 55% (106
departures) of the average daily jet departures and, together with
Express, accounted for 66% (250 departures) of all average daily
departures from Cleveland Hopkins International Airport.  The next
largest carrier, USAir and its commuter affiliate, accounted for 8%
of all daily departures.

Continental Express.  Continental's jet service at each of its
domestic hub cities is coordinated with Express, which operates
under the name "Continental Express".  Express operates advanced,
new-generation turboprop aircraft that average approximately five
years of age and seat 64 passengers or less.  In September 1996,
Express placed an order for 25 firm Embraer ("EMB")-145 regional
jets, with options for up to 175 additional aircraft.  Express
anticipates deploying these 50-seat regional jets initially in
Cleveland beginning in April 1997.  See Item 7.  "Management's
Discussion and Analysis of Financial Condition and Results of
Operations.  Liquidity and Capital Commitments" for a discussion of
this aircraft order.

As of February 14, 1997, Express served 15 destinations from
Newark, 20 destinations from Houston Intercontinental and 30
destinations from Cleveland.  In addition, commuter feed traffic is
currently provided by other code-sharing partners.  See "Domestic
Carrier Alliances" below.  In general, Express flights are less
than 200 miles in length and less than 90 minutes in duration.  

Management believes Express's turboprop operations complement
Continental's jet operations by allowing more frequent service to
small cities than could be provided economically with conventional
jet aircraft and by carrying traffic that connects onto
Continental's jets.  In many cases, Express (and Continental)
compete for such connecting traffic with commuter airlines owned by
or affiliated with other major airlines operating out of the same
or other cities.  Management believes that Express's new EMB-145
regional jets will provide better customer acceptance and comfort
than its turboprop aircraft and will also allow Express to serve
certain routes which cannot be served by turboprop aircraft.

Domestic Carrier Alliances.  Pursuant to the Company's Fly to Win
initiative under the Go Forward Plan, Continental has entered into
and continues to develop alliances with domestic carriers:

- - Continental has entered into a series of agreements with America
  West, including agreements related to code sharing and ground
  handling, which have created substantial benefits for both
  airlines.  These code-sharing agreements cover 73 city-pairs and
  allow Continental to link additional destinations to its route
  network.  The sharing of facilities and employees by Continental
  and America West in their respective key markets has resulted in
  significant cost savings.

- - Currently, SkyWest Airlines, Inc., a commuter operator, provides
  Continental access through Los Angeles to 14 additional markets
  in California and Arizona through Los Angeles.  

- - In January 1997, Continental announced a code-sharing agreement
  with Gulfstream International Airlines, Inc. ("Gulfstream") which
  is expected to commence in April 1997.  Gulfstream will serve as
  a connection for Continental passengers throughout Florida as
  well as five markets in the Bahamas.

International Operations

International Operations.  Continental has extensive operations in
the western Pacific conducted by CMI and serves destinations
throughout Europe, Mexico and Central and South America.  As
measured by 1996 available seat miles, approximately 28.0% of
Continental's jet operations were dedicated to international
traffic.  As of February 14, 1997, the Company offered 58 weekly
departures to five European cities and marketed service to eight
other cities through code-sharing agreements.  Continental is one
of the leading airlines providing service to Mexico and Central
America, serving more destinations there than any other United
States airline.

The Company's Newark hub is a significant international gateway. 
From Newark, the Company serves London, Manchester, Paris,
Frankfurt, Madrid, Rome, Milan, Amsterdam, Prague, Toronto and
Montreal, as well as certain other destinations in Canada, the
United Kingdom and Scotland through code-sharing arrangements with
other foreign carriers.  Continental recently announced expanded
service from Newark to Dusseldorf, Germany (scheduled to commence
March 19, 1997), to Lisbon, Portugal (scheduled to commence May 1,
1997) and to Birmingham, England (scheduled to commence July 1,
1997).  The Company also has code-sharing agreements and joint
marketing arrangements with other foreign carriers which management
believes are important to Continental's ability to compete as an
international airline.  See "Foreign Carrier Alliances" discussed
below.

The Company also has non-stop service to two Mexican cities and six
Caribbean destinations from Newark.  The Company launched service
between Newark and Lima, Peru in March 1996 and service between
Newark and Quito, Ecuador (via Bogota, Colombia) in June 1996.

The Company's Houston hub is the focus of its operations in Mexico
and Central America.  Continental currently flies from Houston to
11 cities in Mexico, every country in Central America and four
cities in South America, including new service from Houston to
Lima, Peru which commenced in December 1996.  In addition,
Continental flies nonstop from Houston to London and Paris.

Continental Micronesia.  CMI is a United States-certificated
international air carrier engaged in the business of transporting
passengers, cargo and mail in the western Pacific, which is one of
the fastest growing areas for air travel in the world.  From its
hub operations based on the island of Guam, CMI provides slot-
controlled service to six cities in Japan, more than any other
United States carrier, and to other Pacific rim destinations,
including Taiwan, the Philippines, Hong Kong, South Korea and
Indonesia.  Service to these Japanese cities and certain other
Pacific Rim destinations is subject to a variety of regulatory
restrictions, limiting the ability of other carriers to begin
servicing these markets.  

CMI is the principal air carrier in the Micronesian Islands, where
it pioneered scheduled air service in 1968.  CMI's route system is
linked to the United States market through Honolulu, which CMI
serves non-stop from both Tokyo and Guam.  CMI and Continental also
maintain a code-sharing agreement and coordinate schedules on
certain flights from the west coast of the United States to
Honolulu, and from Honolulu to Guam and Tokyo, to facilitate travel
from the United States into CMI's route system.

The 9.0% minority interest in CMI is owned by United Micronesia
Development Association, Inc. ("UMDA"), a private company.  Under
agreements entered into in connection with the Reorganization, UMDA
would have the right to increase its ownership in CMI to just over
20% in the event any participating employer in the Company's
pension plans failed to make, or Continental failed to adequately
provide for, certain pension plan payments.  CMI also has an
agreement to pay UMDA a fee of one percent of CMI's gross revenue,
as defined, through January 1, 2012.

In July 1996, CMI consummated a $320 million secured term loan
financing with a group of banks and other financial institutions. 
The loan is secured by the stock of CMI and substantially all of
its unencumbered assets, consisting primarily of CMI's route
authorities, and is guaranteed by Continental and AMI.  See Item 7. 
"Management's Discussion and Analysis of Financial Condition and
Results of Operations.  Liquidity and Capital Commitments".

Foreign Carrier Alliances.  Over the last decade, major United
States airlines have developed and expanded alliances with foreign
air carriers, generally involving adjacent terminal operations,
coordinated flights, code-sharing and other joint marketing
activities.  Continental is the sole major United States carrier to
operate a hub in the New York City area, by virtue of its Newark
operation.  Consequently, management believes the Company is
uniquely situated to attract alliance partners from Europe, the Far
East and South America and intends to aggressively pursue such
alliances in order to benefit from the high-yield flow traffic that
may be generated thereby.

In addition, management believes that developing a network of
international alliances will better leverage the Company's hub
assets and result in improved returns to the Company.  Continental
can enlarge its scope of service more rapidly and enter additional
markets with lower capital and start-up costs through formation of
alliances than it can entering markets independently of other
carriers.

Management has a goal of developing alliance relationships that,
together with the Company's own flying, will permit expanded
service through Newark to major destinations in South America,
Europe and Asia, and expanded service through Houston to South
America and Europe, as well as service to Japan.  Certain route
authorities that would be required for the Company's own service to
certain of these destinations are not currently available to the
Company.

Continental currently has international code-sharing agreements
with Alitalia, Air Canada, Transavia Airlines ("Transavia"), CSA
Czech Airlines, Business Air, and, pending government approval,
China Airlines.  

Currently, Alitalia and Continental code-share between points in
the United States and Italy, with Alitalia placing its code on
Continental flights to seven domestic cities and Continental
placing its code on Alitalia flights to Rome and Milan.  In
November 1996, Alitalia and Continental entered into a block-space
agreement (pursuant to which the Company and another carrier agree
to share capacity and bear economic risk for blocks of seats on
certain routes) and expanded their existing code-share
relationship.  The two carriers will code-share between points in
the United States and Italy, with Alitalia placing its code on
Continental flights between Newark and Rome and Milan and between
Newark and eight cities within the United States.  Management
anticipates that this expanded code-share relationship will
commence in the second quarter of 1997.
  
Continental and Air Canada (and its subsidiaries) code-share on six
cross-border routes, where Continental places its code on 24 Air
Canada flights per day and Air Canada places its code on four
Continental flights per day.  Continental and Air Canada provide
ground handling and other services for each other at certain
locations in the United States, Canada and elsewhere.  

In addition, the Company has also entered into joint marketing
agreements with other airlines which will involve block-space
arrangements which management believes are important to
Continental's ability to compete as an international airline.  In
October 1996, Continental announced a block-space agreement with
Air France, which contemplates a future code-share arrangement on
certain flights between Newark and Charles de Gaulle Airport
("CDG") and Houston and CDG (expected to commence in the third
quarter of 1997), subject to governmental approval.  In January
1997, the Company announced a similar agreement with Aeroflot which
management anticipates will commence in the third quarter of 1997,
subject to governmental approval.  Aeroflot will place its code on
one daily Continental flight to Moscow and will market the service
throughout the Commonwealth of Independent States.  The two
airlines are evaluating further cooperation that could result in
additional code-sharing.  

The Company anticipates entering into other code-sharing, joint
marketing and block-space agreements in 1997, which may include the
Company undertaking the financial commitment to purchase seats from
other carriers.

Employees

As of December 31, 1996, Continental had approximately 35,400 full-
time equivalent employees, including approximately 15,300 customer
service agents, reservations agents, ramp and other airport
personnel, 6,200 flight attendants, 5,500 management and clerical
employees, 5,100 pilots, 3,200 mechanics and 100 dispatchers. 
Labor costs are a significant component of the Company's expenses
and can substantially impact airline results.  In 1996, labor costs
constituted 26.5% of the Company's total operating expenses.  While
there can be no assurance that Continental's generally good labor
relations and high labor productivity will continue, Continental's
management has established as a significant component of its
business strategy the preservation of good relations with the
Company's employees, approximately one-third of whom are
represented by unions.  

The Company's collective bargaining agreement with its pilots
(excluding Express pilots), who are represented by the Independent
Association of Continental Pilots ("IACP"), becomes amendable in
July 1997.  Negotiations with the IACP on a new collective
bargaining agreement are expected to begin in April 1997.  

Express's collective bargaining agreement with its pilots, also
represented by the IACP, becomes amendable in October 1997.  

In August 1996, the Company and the International Association of
Machinists and Aerospace Workers ("IAM") which represents
Continental Airlines' flight attendants, entered into a collective
bargaining agreement which becomes amendable in December 1999.  The
agreement provides for base wage increases in each year of the
contract, a one-time adjustment to certain base wage scales as an
equitable adjustment, and an increase in per diem payments and
other matters, including productivity improvements.  Continental
Express and the IAM are parties to a flight attendant collective
bargaining agreement that becomes amendable in November 1999. 
Approximately 85% of CMI's flight attendants are also represented
by the IAM (excluding all foreign nationals), but are covered under
a separate four-year contract that became amendable in September
1996.  Negotiations are in progress to amend this contract and are
expected to be finalized in the near future.

On July 8, 1996, the IAM filed a representation petition with the
National Mediation Board ("NMB"), seeking representation of
Continental's "fleet service" employees.  The NMB initiated an
investigation into the petition, and the mediator's findings
regarding the scope of the appropriate class or craft have been
appealed by the IAM to the full board.  The Company does not expect
any organizing effort by the IAM to have a material adverse impact
on the Company or its relations with its airport service employees.

CMI's mechanics and mechanic-related employees are represented by
the International Brotherhood of Teamsters ("IBT") under a
collective bargaining agreement, which becomes amendable in March
1997.  The IBT also represents CMI's agent classification employees
located on Guam, whose collective bargaining agreement also becomes
amendable in March 1997.  Negotiations are in progress to amend
these contracts and are expected to be finalized in the near
future.  The IBT has also sought representation rights for CMI's
agent employees located on Saipan.  The NMB's certification of the
IBT as the bargaining representative for these employees was
successfully challenged by CMI in a suit brought in Saipan federal
court in 1995.  The NMB's request for reconsideration was denied,
and the NMB has now filed an appeal to the Ninth Circuit Court of
Appeals.  Oral arguments have not been scheduled with respect to
the appeal.  Regardless of the final outcome of this representation
dispute, the Company does not anticipate any significant adverse
effect on its employee relations resulting from these events.

Continental's dispatchers are represented by the Transport Workers
Union of America, AFL-CIO ("TWUA") under a collective bargaining
agreement signed in August 1996 which becomes amendable in April
1999.  Express's dispatchers are also represented by the TWUA, but
are currently without a contract.  CMI's dispatchers are not
represented by a union.

The Company believes that mutually-acceptable agreements can be
reached with its unionized employees, although the ultimate outcome
of the Company's future negotiations is unknown at this time.

The other employees of Continental, Express and CMI are not
represented by unions and are not covered by collective bargaining
agreements.  

Effective July 1, 1996, Continental implemented pay increases for
substantially all of its non-unionized employees as part of a
three-year plan to increase base wages to be more comparable to
industry wages.

Competition and Marketing

The airline industry is highly competitive and susceptible to price
discounting.  The Company competes with other air carriers that
have substantially greater resources (and in certain cases, lower
cost structures) as well as smaller air carriers with low cost
structures.  Overall industry profit margins have historically been
low.  However, during 1995 and 1996, industry profit margins
improved substantially.  See Item 1.  "Business.  Risk Factors
Relating to the Airline Industry" and Item 7.  "Management's
Discussion and Analysis of Financial Condition and Results of
Operations".

As with other carriers, most tickets for travel on Continental are
sold by travel agents.  Travel agents generally receive commissions
measured by the price of tickets sold.  Accordingly, airlines
compete not only with respect to the price of tickets sold, but
also with respect to the amount of commissions paid.  Airlines
often pay additional commissions in connection with special revenue
programs.  In February 1995, Delta Airlines, Inc. placed a $25 cap
on travel agency commissions for one-way domestic tickets priced
over $250 and a $50 cap on travel agency commissions for round-trip
domestic tickets priced over $500.  Other airlines, including
Continental, imposed similar commission caps.  Continental, along
with other carriers, recently settled class action litigation
concerning such caps, which remain in place.  See Item 3.  "Legal
Proceedings.  Antitrust Proceedings".

In September 1995, Continental announced the expansion of its
electronic ticket ("E-Ticket") product, which is now available
throughout the United States and through most travel agents.  Using
an E-Ticket machine (now located in over 35 major U.S. airports),
E-Ticket customers arriving at the airport may check in, receive
boarding passes, select or change seat assignments, input frequent
flyer information, make simple flight changes and receive luggage
tags.  Continental plans to continue to expand the E-Ticket program
to select international destinations and to increase travel agency
access in the future.  The E-Ticket system has contributed to a
reduction in distribution costs and has improved the accuracy and
timeliness of certain of Continental's reporting systems.

Continental and its former System One Information Management, Inc.
("System One") subsidiary entered into a series of transactions on
April 27, 1995 whereby a substantial portion of System One's assets
and certain liabilities were transferred to a newly formed limited
liability company, System One Information Management, L.L.C.
("LLC").  LLC is owned equally by Continental CRS Interests, Inc.
("Continental CRS") (formerly System One, which remains a wholly
owned subsidiary of Continental), Electronic Data Systems
Corporation and AMADEUS, a European computerized reservation
system.  LLC markets the AMADEUS computer reservation system which
distributes travel-related information products and services to the
worldwide travel industry.

Frequent Flyer Program

Each major airline has established a frequent flyer program
designed to encourage travel on their own carrier.  Continental
sponsors a frequent flyer program ("OnePass"), which allows
passengers to earn mileage credits by flying Continental and
certain other carriers, such as Air Canada, Transavia, Alitalia and
America West (each a "OnePass Partner").  The Company also sells
mileage credits to hotels, car rental agencies and credit card
companies participating in the OnePass program.

Continental accrues the incremental cost associated with the earned
flight awards based on expected redemptions.  The incremental cost
to transport a passenger on a free trip includes the cost of
incremental fuel, meals, insurance and miscellaneous supplies and
does not include any charge for potential displacement of revenue
passengers or costs for aircraft ownership, maintenance, labor or
overhead allocation.  Due to the structure of the program and the
low level of redemptions as a percentage of total travel,
Continental believes that displacement of revenue passengers by
passengers using flight awards has historically been minimal.  The
number of awards used on Continental represented less than 7% of
Continental's total revenue passenger miles in each of the years
1996 and 1995.

Industry Regulation and Airport Access

Continental and its subsidiaries operate under certificates of
public convenience and necessity issued by the DOT.  Such
certificates may be altered, amended, modified or suspended by the
DOT if the public convenience and necessity so require, or may be
revoked for intentional failure to comply with the terms and
conditions of a certificate.  The airlines are also regulated by
the Federal Aviation Administration ("FAA"), primarily in the areas
of flight operations, maintenance, ground facilities and other
technical matters.  Pursuant to these regulations, Continental has
established, and the FAA has approved, a maintenance program for
each type of aircraft operated by the Company that provides for the
ongoing maintenance of such aircraft, ranging from frequent routine
inspections to major overhauls.  

Certain regulations require phase-out of certain aircraft and aging
aircraft modifications.  Such types of regulations can
significantly increase costs and affect a carrier's ability to
compete.  In December 1995, the FAA promulgated final rules
requiring commuter carriers to operate under the same safety rules
and standards, and train their crew and dispatchers in accordance
with the more stringent requirements, as are currently applicable
to carriers operating larger aircraft.  The new rules have not had
a significant impact on the operations of Express.

The DOT allows local airport authorities to implement procedures
designed to abate special noise problems, provided such procedures
do not unreasonably interfere with interstate or foreign commerce
or the national transportation system.  Certain airports, including
the major airports at Boston, Washington, D.C., Chicago, Los
Angeles, San Diego, Orange County and San Francisco, have
established airport restrictions to limit noise, including
restrictions on aircraft types to be used and limits on the number
of hourly or daily operations or the time of such operations.  In
some instances, these restrictions have caused curtailments in
services or increases in operating costs and such restrictions
could limit the ability of Continental to expand its operations at
the affected airports.  Local authorities at other airports are
considering adopting similar noise regulations.

Several airports have recently sought to substantially increase the
rates charged to airlines, and the ability of airlines to contest
such increases has been restricted by federal legislation, DOT
regulations and judicial decisions.   In addition, public airports
generally impose passenger facility charges of up to $3 per
departing or connecting passenger.  With certain exceptions, these
charges are passed on to the customers.

The FAA has designated John F. Kennedy, LaGuardia, O'Hare and Wash-
ington National airports as "high density traffic airports" and has
limited the number of departure and arrival slots at those
airports.  Currently, slots at the high density traffic airports
may be voluntarily sold or transferred between the carriers.  The
DOT has in the past reallocated slots to other carriers and
reserves the right to withdraw slots.  Various amendments to the
slot system, proposed from time to time by the FAA, members of
Congress and others, could, if adopted, significantly affect
operations at the high density traffic airports or expand slot
controls to other airports.  Certain of such proposals could
restrict the number of flights, limit transfer of the ownership of
slots, increase the risk of slot withdrawals or require charges to
the Company's financial statements.  Continental cannot predict
whether any of these proposals will be adopted.

The availability of international routes to United States carriers
is regulated by treaties and related agreements between the United
States and foreign governments.  The United States has in the past
generally followed the practice of encouraging foreign governments
to accept multiple carrier designation on foreign routes, although
certain countries have sought to limit the number of carriers. 
Foreign route authorities may become less valuable to the extent
that the United States and other countries adopt "open skies"
policies liberalizing entry on international routes.  Continental
cannot predict what laws and regulations will be adopted or their
impact, but the impact may be significant.

Many aspects of Continental's operations are subject to
increasingly stringent federal, state and local laws protecting the
environment.  Future regulatory developments could affect
operations and increase operating costs in the airline industry,
including for the Company.

Risk Factors Relating to the Company

Leverage and Liquidity.  Continental has successfully negotiated a
variety of agreements to increase its liquidity.  Nevertheless,
Continental remains more leveraged and has significantly less
liquidity than certain of its competitors, several of whom have
available lines of credit and/or significant unencumbered assets. 
Accordingly, Continental may be less able than certain of its
competitors to withstand a prolonged recession in the airline
industry.

As of December 31, 1996, Continental had approximately $1.9 billion
(including current maturities) of long-term debt and capital lease
obligations and had approximately $884 million of minority
interest, Continental-obligated mandatorily redeemable preferred
securities of subsidiary trust, redeemable preferred stock and
common stockholders' equity.  Common stockholders' equity reflects
the adjustment of the Company's balance sheet and the recording of
assets and liabilities at fair market value as of April 27, 1993 in
accordance with the American Institute of Certified Public
Accountants' Statement of Position 90-7 - "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7"). 
See Item 6.  "Selected Financial Data.  1993 Reorganization".

During the first and second quarters of 1995, in connection with
negotiations with various lenders and lessors, Continental ceased
or reduced contractually required payments under various
agreements, which produced a significant number of events of
default under debt, capital lease and operating lease agreements. 
Through agreements reached with the various lenders and lessors,
Continental has cured all of these events of default.  The last
such agreement was put in place during the fourth quarter of 1995.

As of December 31, 1996, Continental had approximately $1.1 billion
of cash and cash equivalents, including restricted cash and cash
equivalents of $76 million.  Continental does not have general
lines of credit and has significant encumbered assets.

As of December 31, 1996, Continental has firm commitments with The
Boeing Company ("Boeing") to take delivery of a total of 127 jet
aircraft during the years 1997 through 2003 with options for an
additional 90 aircraft (exercisable subject to certain conditions). 
These new aircraft will replace older, less efficient Stage 2
aircraft and allow for growth of operations.  The estimated
aggregate cost of the Company's firm commitments for the Boeing
aircraft is approximately $4.3 billion.  Continental has firm
commitments of approximately $1.4 billion of backstop financing for
its Boeing aircraft orders.  Continental currently plans on
financing the new Boeing aircraft with enhanced equipment trust
certificates or similar financing, subject to availability and
market conditions.  However, further financing will be needed to
satisfy Continental's capital commitment for other aircraft-related
expenditures such as spare parts, simulators (including Express's
new EMB-145 aircraft described below) and related items.  There can
be no assurance that sufficient financing will be available for all
aircraft and other capital expenditures not covered by firm
financing commitments.  Continental has also entered into
agreements or letters of intent with several outside parties to
lease or purchase five DC-10-30 aircraft and one Boeing 747
aircraft which are expected to be delivered by mid 1997.

During 1996, Continental took delivery of a total of five new
Boeing aircraft which consisted of three 737-500 aircraft and two
757-200 aircraft.  In addition, Continental also purchased three
DC-10-30 aircraft and two McDonnell Douglas ("MD")-82 aircraft and
leased four DC-10-30 aircraft.

In September 1996, Express placed an order for 25 firm EMB-145 50-
seat regional jets, with options for an additional 175 aircraft. 
Neither Express nor Continental will have any obligation to take
aircraft that are not financed by a third party and leased to the
Company.  However, if the Company fails to confirm the first
tranche of 25 options by August 1997, the rent associated with the
25 firm aircraft will increase by an aggregate of $33.6 million
over the 16-year life of the leases.  Express took delivery of two
of the firm aircraft in late December 1996 and will take delivery
of the remaining 23 firm aircraft during the period from January 1,
1997 through the second quarter of 1998.  The Company expects to
account for all of these aircraft as operating leases.  During
1996, Express also took delivery of 12 Beech 1900-D aircraft and
eight Avions de Transport Regional ("ATR") 42-500 aircraft.

In 1996, Continental incurred cash expenditures under operating
leases relating to aircraft of approximately $568 million, compared
to $521 million for 1995.  Cash expenditures relating to facilities
and other rentals amounted to $210 million in 1996, compared to
$229 million in 1995.  In addition, Continental has capital
requirements relating to compliance with regulations that are
discussed below.  See "Regulatory Matters".

In July 1996, CMI consummated a $320 million secured term loan
financing with a group of banks and other financial institutions. 
The loan was made in two tranches -- a $180 million five-year
amortizing term loan with a current floating interest rate of
either Eurodollar plus 1.75% or Prime plus 0.75% and a $140 million
seven-year amortization extended loan with a floating interest rate
of either Eurodollar plus 2.00% or Prime plus 1.00%.  The loan is
secured by the stock of CMI and substantially all its unencumbered
assets, consisting primarily of CMI's route authorities, and is
guaranteed by Continental and AMI.

The bank financing contains significant financial covenants
relating to CMI, including maintenance of a minimum fixed charge
coverage ratio, a minimum consolidated net worth and minimum
liquidity, and covenants restricting CMI's leverage, its incurrence
of certain indebtedness and its pledge of assets.  The financial
covenants also limit the ability of CMI to pay dividends to
Continental.  As of December 31, 1996, CMI had a minimum cash
balance requirement of $25 million, net assets of $185 million and
was restricted from paying dividends in excess of $6 million.  As
a result of the recent weakness of the yen against the dollar and
increased fuel costs, CMI's operating earnings declined during the
third and fourth quarter of 1996 as compared to similar periods in
1995, and are not expected to improve materially absent a stronger
yen or reduced fuel costs.  In January 1997, CMI elected to prepay
$25 million of principal amount of its bank financing rather than
use such cash for other purposes.

CMI used the net proceeds of the financing to prepay $160 million
in principal amount of indebtedness to GE and to pay transaction
costs, and Continental used the $136 million in proceeds received
by it as a dividend from CMI, together with approximately $28
million in cash on hand, to prepay approximately $164 million in
principal amount of indebtedness to GE.  The bank financing does
not contain any restrictive covenants at the Continental parent
level, and none of the assets of Continental Airlines, Inc. (other
than its stock in AMI) is pledged in connection with the new
financing.

CMI entered into an interest rate swap agreement and an interest
rate cap agreement to reduce the impact of potential increases in
interest rates on its bank financing that was completed in July
1996.  The notional value on the interest rate swap agreement is
$320 million and was effective from August 30, 1996 through January
30, 1997.  The interest rate cap agreement has a notional value of
$153 million and is effective from January 31, 1997 through July
31, 2001.

In July 1996, the Company announced plans to expand its gates and
related facilities at Houston's Intercontinental Airport into
Terminal B, as well as planned improvements at Terminal C.  The
expansion, which will include the construction of a new automated
people mover system linking Terminal B and Terminal C, is expected
to cost approximately $160 million (exclusive of capitalized
interest), which the Company expects will be funded principally by
the issuance of tax-exempt special facilities revenue bonds by the
City of Houston.  In connection therewith, the Company expects to
enter into long-term leases (or amendments to existing leases) with
the City of Houston providing for the Company to make rental
payments sufficient to service the related tax-exempt bonds, which
will have a term no longer than 30 years.

The Company is also exploring facility expansions at Cleveland and
Newark which would require, among other matters, agreements to be
reached with the applicable airport authority.  The Company
anticipates that any such expansions would be financed by tax-
exempt bonds.

Continental's History of Operating Losses.  Although Continental
recorded net income of $319 million in 1996 and $224 million in
1995, it had experienced significant operating losses in the
previous eight years.  In the long term, Continental's viability
depends on its ability to sustain profitable results of operations.

Aircraft Fuel.  Since fuel costs constitute a significant portion
of Continental's operating costs (approximately 13.3% for the year
ended December 31, 1996), significant changes in fuel costs would
materially affect the Company's operating results.  Jet fuel prices
have increased significantly since December 31, 1995.  Fuel prices
continue to be susceptible to international events, and the Company
cannot predict near or longer-term fuel prices.  The Company has
entered into petroleum option contracts to provide some short-term
protection (generally, three to six months) against a sharp
increase in jet fuel prices.  In the event of a fuel supply
shortage resulting from a disruption of oil imports or otherwise,
higher fuel prices or curtailment of scheduled service could
result.

Certain Tax Matters.  The Company's United States federal income
tax return for the year ended December 31, 1996, is expected to
reflect net operating loss carryforwards ("NOLs") of $2.3 billion,
of which $1.1 billion are not subject to the limitations of Section
382 of the Internal Revenue Code ("Section 382").  As a result, the
Company will not pay United States federal income taxes (other than
alternative minimum tax) until it has recorded approximately an
additional $1.1 billion of taxable income following December 31,
1996.  For financial reporting purposes, Continental began accruing
tax expense on its income statement during the second quarter of
1996.  

Section 382 imposes limitations on a corporation's ability to
utilize NOLs if it experiences an "ownership change."  In general
terms, an ownership change may result from transactions increasing
the ownership of certain stockholders in the stock of a corporation
by more than 50 percentage points over a three-year period.  In the
event that an ownership change should occur, utilization of
Continental's NOLs would be subject to an annual limitation under
Section 382 determined by multiplying the value of the Company's
stock at the time of the ownership change by the applicable long-
term tax exempt rate (which was 5.48% for February 1997).  Unused
annual limitations may be carried over to later years, and the
amount of the limitation may under certain circumstances be
increased by the built-in gains in assets held by the Company at
the time of the change that are recognized in the five-year period
after the change.  Under current conditions, if an ownership change
were to occur, Continental's NOL utilization would be limited to
approximately $100 million per year.

Realization of a substantial portion of the Company's NOLs will
require the completion by April 27, 1998, of transactions resulting
in recognition of built-in gains for federal income tax purposes. 
The Company has consummated several such transactions and currently
intends to consummate one or more additional transactions.  If the
Company were to determine in the future that such transactions will
not be completed and if future income is not sufficient to
recognize the benefit of previously completed transactions, an
adjustment to the net deferred tax liability of up to $85 million
would be charged to income in the period such determination was
made.

CMI.  CMI's operating profit margins have generally been greater
than the Company's margins overall.  In addition to its non-stop
service between Honolulu and Tokyo, CMI serves resort destinations
in the Micronesian Islands that cater primarily to Japanese leisure
travelers.  Because the majority of CMI's traffic originates in
Japan, its results of operations are substantially affected by the
Japanese economy and changes in the value of the yen as compared to
the dollar.  Appreciation of the yen against the dollar during 1994
and 1995 increased CMI's profitability, while a decline of the yen
against the dollar in 1996 reduced CMI's profitability.  To reduce
the potential negative impact on CMI's dollar earnings, CMI, from
time to time, purchases average rate options as a hedge against a
portion of its expected net yen cash flow position.  Any
significant and sustained decrease in traffic or yields to and from
Japan could materially adversely affect Continental's consolidated
profitability.

Principal Stockholder.  On November 21, 1996, Air Partners
exercised its right to sell to the Company, and the Company
subsequently purchased, for $50 million, warrants to purchase
2,614,379 shares of Class B common stock (representing a portion of
the total warrants held by Air Partners) pursuant to an agreement
entered into earlier in 1996 with the Company.  As of February 14,
1997, Air Partners held approximately 9.5% of the common equity
interest and 40.5% of the general voting power of the Company.  If
all the remaining warrants held by Air Partners had been exercised
on February 14, 1997, approximately 19.6% of the common equity
interest and 52.6% of the general voting power of the Company would
have been held by Air Partners.  As discussed in "Capital
Structure.  Corporate Governance", in May 1996, Air Canada sold, on
the open market, 4,400,000 shares of Class B common stock pursuant
to the Secondary Offering and in January 1997, divested the
remainder of its initial investment in Continental common stock by
selling on the open market 5,600,000 shares of Class B common
stock.  Shares of Class A common stock may be freely converted into
an equal number of shares of Class B common stock.  Such
conversions effectively increase the relative voting power of those
Class A common stockholders who do not convert.  As of February 14,
1997, stockholders had converted 618,436 shares of Class A common
stock for an equal number of shares of Class B common stock.

Various provisions in the Company's Certificate of Incorporation
and Bylaws currently provide Air Partners with the right to elect
one-third of the directors in certain circumstances; these
provisions could have the effect of delaying, deferring or
preventing a change in the control of the Company.  

Risk Factors Relating to the Airline Industry

Industry Conditions and Competition.  The airline industry is
highly competitive and susceptible to price discounting.  The
Company has in the past both responded to discounting actions taken
by other carriers and initiated significant discounting actions
itself.  Continental's competitors include carriers with
substantially greater financial resources (and in certain cases,
lower cost structures), as well as smaller carriers with low cost
structures.  Airline profit levels are highly sensitive to, and
during recent years, have been severely impacted by changes in fuel
costs, fare levels (or "average yield") and passenger demand. 
Passenger demand and yields have been affected by, among other
things, the general state of the economy, international events and
actions taken by carriers with respect to fares.  From 1990 to
1993, these factors contributed to the domestic airline industry's
incurring unprecedented losses.  Although fare levels have
increased recently, fuel costs have also increased significantly. 
In addition, significant industry-wide discounts could be
reimplemented at any time, and the introduction of broadly
available, deeply discounted fares by a major United States airline
would likely result in lower yields for the entire industry and
could have a material adverse effect on the Company's operating
results.

The airline industry has consolidated in past years as a result of
mergers and liquidations and may further consolidate in the future. 
Among other effects, such consolidation has allowed certain of
Continental's major competitors to expand (in particular) their
international operations and increase their market strength. 
Furthermore, the emergence in recent years of several new carriers,
typically with low cost structures, has further increased the
competitive pressures on the major United States airlines.  In many
cases, the new entrants have initiated or triggered price
discounting.  Aircraft, skilled labor and gates at most airports
continue to be readily available to start-up carriers.  Competition
with new carriers or other low cost competitors on Continental's
routes could negatively impact Continental's operating results.

Regulatory Matters.  In the last several years, the FAA has issued
a number of maintenance directives and other regulations relating
to, among other things, retirement of older aircraft, security
measures, collision avoidance systems, airborne windshear avoidance
systems, noise abatement, commuter aircraft safety and increased
inspections and maintenance procedures to be conducted on older
aircraft.  The Company expects to continue incurring expenses for
the purpose of complying with the FAA's noise and aging aircraft
regulations.  In addition, several airports have recently sought to
increase substantially the rates charged to airlines, and the
ability of airlines to contest such increases has been restricted
by federal legislation, DOT regulations and judicial decisions.

Management believes that the Company benefitted significantly from
the expiration of the aviation trust fund tax (the "ticket tax") on
December 31, 1995, although the amount of any such benefit directly
resulting from the expiration of the ticket tax cannot precisely be
determined.  The ticket tax was reinstated on August 27, 1996, and
expired again on December 31, 1996.  Management believes that the
reimposition of the ticket tax is imminent.  Nevertheless, the
amount of the negative impact directly resulting from the
reimposition of the ticket tax cannot be precisely determined.

Additional laws and regulations have been proposed from time to
time that could significantly increase the cost of airline
operations by imposing additional requirements or restrictions on
operations.  Laws and regulations have also been considered that
would prohibit or restrict the ownership and/or transfer of airline
routes or takeoff and landing slots.  Also, the availability of
international routes to United States carriers is regulated by
treaties and related agreements between the United States and
foreign governments that are amendable.  Continental cannot predict
what laws and regulations may be adopted or their impact, but there
can be no assurance that laws or regulations currently proposed or
enacted in the future will not adversely affect the Company.

Seasonal Nature of Airline Business.  Due to the greater demand for
air travel during the summer months, revenue in the airline
industry in the third quarter of the year is generally
significantly greater than revenue in the first quarter of the year
and moderately greater than revenue in the second and fourth
quarters of the year for the majority of air carriers. 
Continental's results of operations generally reflect this
seasonality, but have also been impacted by numerous other factors
that are not necessarily seasonal, including the extent and nature
of competition from other airlines, fare wars, changing levels of
operations, fuel prices, foreign currency exchange rates and
general economic conditions.


I
TEM 2.  PROPERTIES.

Flight Equipment

As shown in the following table, Continental's (including CMI's)
jet aircraft fleet consisted of 317 jets and was comprised of 11
different types and series of aircraft at December 31, 1996.


<TABLE>
<CAPTION>
                                            Seats
                   Total                 in Standard  Average Age 
  Type            Aircraft Owned Leased Configuration  (In Years) 

<S>               <C>      <C>   <C>    <C>           <C>
Four Engine

747-200*             2       -        2       426         24.5

Three Engine

DC-10-10             6       -        6       287         24.2
DC-10-30            17       1       16       242         19.8
727-200*            44       2       42       149         20.1

Two Engine

737-500             37       1       36       104          2.1
737-300             65       8       57       128          9.4
737-200*            17      15        2       100         27.5
737-100*            13      13        -        95         28.3
757-200             17       -       17       183          2.0
MD-80               69      11       58       141         12.0
DC-9-30*            30       3       27       103         24.9

                   317      54      263                   14.3
</TABLE>

*Stage 2 (noise level) aircraft.

The table above excludes four all-cargo 727 aircraft at CMI, three
A300 and one 747 Continental aircraft that were removed from
service in 1995 and four DC-10-30 Continental aircraft that were
delivered in 1996, but were not placed into service until 1997.

Substantially all of the aircraft and engines owned by Continental
are subject to mortgages.

The FAA has adopted rules pursuant to the Airport Noise and
Capacity Act of 1990 that require a scheduled phase out of Stage 2
aircraft during the 1990's.  As a result of Continental's
acquisition of a number of new aircraft and the retirement of older
Stage 2 aircraft in recent years, 66.6% of Continental's current
jet fleet was composed of Stage 3 aircraft at December 31, 1996. 
The Company plans to retire the remainder of its Stage 2 jet fleet
(excluding those aircraft operated by CMI) prior to the year 2000
in order to comply with such rules.  Scheduled deliveries of the
Company's Boeing aircraft orders are expected to reduce the average
age of the Company's jet fleet from 14.3 years to 8.2 years by the
end of 1999.

During 1996, Continental took delivery of a total of five new
Boeing aircraft which consisted of three 737-500 aircraft and two
757-200 aircraft.  In addition, Continental also purchased three
DC-10-30 aircraft and two MD-82 aircraft and leased four DC-10-30
aircraft.

As of December 31, 1996, Express operated a fleet of 99 aircraft,
as follows:


<TABLE>
<CAPTION>
                                            Seats
                   Total                 in Standard  Average Age 
  Type            Aircraft Owned Leased Configuration  (In Years) 
<S>               <C>      <C>   <C>    <C>           <C>

ATR-72                3      3       -         64          2.4
ATR-42-320           31      3      28         46          6.9
ATR-42-500            8      -       8         48          0.3
EMB 120              32     22      10         30          7.4
Beech 1900-D         25     25       -         19          0.9

                     99     53      46                     4.9
</TABLE>

Not included in the table above are two EMB-145 aircraft currently
being used as training aircraft and one ATR-42 aircraft owned by
the Company and currently leased to a third party.

During 1996, Express took delivery of 12 Beech 1900-D aircraft,
eight ATR 42-500 aircraft and two EMB-145 aircraft.

See Item 7.  "Management's Discussion and Analysis of Financial
Condition and Results of Operations.  Liquidity and Capital
Commitments" for a discussion of the Company's order for new firm
commitment aircraft and related financing arrangements.

Facilities

The Company's principal facilities are located at Newark, Houston
Intercontinental, Cleveland and Guam.  All these facilities, as
well as substantially all of Continental's other facilities, are
leased on a long-term, net-rental basis, and Continental is
responsible for maintenance, taxes, insurance and other facility-
related expenses and services.  In certain locations, Continental
owns hangars and other facilities on land leased on a long-term
basis, which facilities will become the property of the lessor on
termination of the lease.  At each of its three domestic hub cities
and most other locations, Continental's passenger and baggage
handling space is leased directly from the airport authority on
varying terms dependent on prevailing practice at each airport.

In July 1996, the Company announced plans to expand its gates and
related facilities at Houston's Intercontinental Airport into
Terminal B, as well as planned improvements at Terminal C.  The
expansion, which will include the construction of a new automated
people mover system linking Terminal B and Terminal C, is expected
to cost approximately $160 million (exclusive of capitalized
interest), which the Company expects will be funded principally by
the issuance of tax-exempt special facilities revenue bonds by the
City of Houston.  In connection therewith, the Company expects to
enter into long-term leases (or amendments to existing leases) with
the City of Houston providing for the Company to make rental
payments sufficient to service the related tax-exempt bonds, which
will have a term no longer than 30 years.

The Company is also exploring facility expansions at Cleveland and
Newark which would require, among other matters, agreements to be
reached with the applicable airport authority.  The Company
anticipates that any such expansions would be financed by tax-
exempt bonds.

The Company has lease agreements with the City and County of Denver
covering 10 gates and several support facilities on a long-term
basis at Denver International Airport.  The gates and facilities
exceed Continental's needs at the airport and the Company has
subleased a portion of the space.

The Company has cargo facilities at Los Angeles International
Airport.  In July 1996, the Company subleased such facilities to
another carrier.  In the event such carrier fails to comply with
its obligations under the sublease, the Company would be required
to perform those obligations.

CMI operates a hub on the island of Guam.  In September 1996, the
Guam International Airport Authority completed the first phase of
a $240 million airport terminal expansion and renovation project. 
This provided new arrival facilities, inbound baggage carousels and
customs halls and increased the number of gates available to CMI
from six to 12.  Upon completion of the second (and final) phase of
the project in July 1998, five new additional gates will be added,
including ticket counters and a new pier-sort outbound baggage
system.  The completed project is expected to triple the size of
the terminal complex and increase the cost of CMI's operations in
Guam by approximately $15 million a year.

Continental also maintains administrative offices, airport and
terminal facilities, training facilities and other facilities
related to the airline business in the cities it serves.

Continental remains contingently liable until December 1, 2015, on
$202 million of long-term lease obligations of USAir related to the
East End Terminal at LaGuardia Airport in New York.  In the event
USAir defaulted on these obligations, Continental could be required
to cure the default,  at which time it would have the right to
reoccupy the terminal.


ITEM 3.  LEGAL PROCEEDINGS.

Plan of Reorganization

The Company's Plan of Reorganization, which became effective on
April 27, 1993, upon emergence from bankruptcy (the "Plan of
Reorganization"), provides for the full payment of all allowed
administrative and priority claims.  Pursuant to the Plan of
Reorganization, holders of allowed general unsecured claims are
entitled to participate in a distribution of 3,800,000 shares of
the Company's Class A common stock, 10,084,736 shares of the
Company's Class B common stock, and $6,523,952 of cash and have no
further claim against the Company.  The Plan of Reorganization
provided for this distribution to be issued initially in trust to
a distribution agent and thereafter for distributions to be made
from the trust from time to time as disputed claims are resolved. 
The distribution agent must reserve from each partial distribution
of stock or cash to allow a complete pro rata distribution to be
made to each holder of a disputed claim in the event such claim is
eventually allowed, unless the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") establishes a
lower reserve or estimates the claim at a lesser amount for
purposes of distribution.  As of December 31, 1996, there remained
584,397 shares of Class A common stock, 1,528,626 shares of Class B
common stock, and approximately $942,000 of cash available for
distribution.  The stock and cash set aside for distribution to
prepetition unsecured creditors was fixed in the Plan of
Reorganization and will not change as claims are allowed.  However,
a limited number of proceedings were brought by prepetition
creditors seeking to impose additional obligations on the Company.

On December 3, 1990, the Company owned 77 aircraft and 81 spare
engines (in four collateral pools) securing debt evidenced by
equipment trust certificates.  The trustees for the four collateral
pools moved in the Bankruptcy Court for "adequate protection"
payments under Sections 361 and 363 of the federal bankruptcy code
for the Company's retention and use of the aircraft and engines
after December 3, 1990, including postpetition claims for the
alleged decline in market value of the aircraft and engines after
December 3, 1990 and claims for deterioration in the condition of
the aircraft and engines in the same period.  The Bankruptcy Court
rejected the adequate protection claims that alleged market value
decline.  Prior to April 16, 1993, the Company settled all of the
adequate protection claims of the trustees, except for a claim of
$117 million for alleged market value decline of 29 aircraft and
81 spare engines in the fourth collateral pool.  On April 16, 1993,
the Bankruptcy Court rejected the market value decline claims of
the trustees for the fourth collateral pool in their entirety and
incorporated those findings into its order confirming the Plan of
Reorganization.  The trustees for the fourth collateral pool
appealed from these orders, but failed to obtain a stay pending
appeal.  The Company opposed these appeals on the merits and sought
dismissal of the appeals on the grounds they were made moot by the
substantial consummation of the Plan of Reorganization.  The United
States District Court for the District of Delaware (the "District
Court") dismissed the appeals as moot, and the trustees appealed to
the Third Circuit Court of Appeals (the "Third Circuit") seeking
review of the District Court's mootness determination and the
Bankruptcy Court's finding on the merits.  The Third Circuit
affirmed the District Court's dismissal in February 1996, but
subsequently granted a rehearing en banc.  In July 1996, the Third
Circuit, acting en banc, also affirmed the District Court's
dismissal.  The trustees petitioned for a writ of certiorari to the
U.S. Supreme Court which petition was denied by the U.S. Supreme
Court on January 6, 1997.  On January 31, 1997, the trustees
petitioned the U.S. Supreme Court for a rehearing of the trustees'
previous petition.  The Company does not believe that the foregoing
matter will have a material adverse effect on the Company.

Antitrust Proceedings

In September 1996, the Company signed a settlement agreement
providing for the settlement of all claims against it in
consolidated antitrust litigation in the U.S. District Court for
the District of Minnesota.  Continental, along with various other
airlines, had been involved in that litigation since February 1995. 
The plaintiffs claimed that Continental and the other airline
defendants conspired to fix and maintain the commissions paid to
U.S. travel agents for domestic travel.  The plaintiffs also
claimed substantial damages.  While denying all claims, Continental
determined to settle the litigation to avoid the risks and expenses
of further litigation.  The settlement, which was approved by the
court in January 1997, included the payment by Continental of
approximately $5 million in 1996 and provided for the complete
release of all claims and dismissal of the case against the
Company.

Environmental Proceedings

Under the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (commonly known
as "Superfund") and similar state environment cleanup laws,
generators of waste disposed of at designated sites may, under
certain circumstances, be subject to joint and several liability
for investigation and remediation costs.  The Company (including
its predecessors) has been identified as a potentially responsible
party at four federal and two state sites that are undergoing or
have undergone investigation or remediation.  The Company believes
that, although applicable case law is evolving and some cases may
be interpreted to the contrary, some or all of any liability claims
associated with these sites were discharged by confirmation of the
Company's Plan of Reorganization, principally because the Company's
exposure is based on alleged offsite disposal known as of the date
of confirmation.  Even if any such claims were not discharged, on
the basis of currently available information, the Company believes
that its potential liability for its allocable share of the cost to
remedy each site (to the extent the Company is found to have
liability) is not, in the aggregate, material; however, the Company
has not been designated a "de minimis" contributor at any of such
sites.

The Company is also involved in other environmental matters,
including the investigation and/or remediation of environmental
conditions at properties used or previously used by the Company. 
Although the Company is not currently subject to any environmental
cleanup orders imposed by regulatory authorities, it is undertaking
voluntary investigation or remediation at certain properties in
consultation with such authorities.  The full nature and extent of
any contamination at these properties and the parties responsible
for such contamination have not been determined, but based on
currently available information the Company does not believe that
any environmental liability associated with such properties will
have a material adverse effect on the Company.

General

Various other claims and lawsuits against the Company are pending
that are of the type generally consistent with the Company's
business.  The Company cannot at this time reasonably estimate the
possible loss or range of loss that could be experienced if any of
the claims were successful.  Typically, such claims and lawsuits
are covered in whole or in part by insurance.  The Company does not
believe that the foregoing matters will have a material adverse
effect on the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.


                             PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

Continental's common stock trades on the New York Stock Exchange. 
The table below shows the high and low sales prices for the
Company's Class A common stock and Class B common stock as reported
on the New York Stock Exchange during 1995 and 1996.


<TABLE>
<CAPTION>
                              Class A             Class B
                            Common Stock        Common Stock   
                           High      Low       High      Low   
<S>                      <C>       <C>       <C>       <C>
1995 First Quarter . . .  6-1/16    3-1/2     6-1/8     3-1/4
     Second Quarter. . . 12-7/8     5-3/16   12-7/8     5-5/16
     Third Quarter . . . 19-7/8    11-9/16   20-1/16   11-11/16
     Fourth Quarter. . . 23-7/16   17-3/16   23-3/4    17-3/8

1996 First Quarter . . . 27        19-1/8    28-3/16   19-7/16
     Second Quarter. . . 31-1/16   25-7/8    31-7/16   26-9/16
     Third Quarter . . . 31        21        31-1/8    21-1/8
     Fourth Quarter. . . 30-5/8    22        30-3/4    22-5/8
</TABLE>

As of February 14, 1997, there were approximately 3,446 and 12,334
holders of record of Continental's Class A common stock and Class B
common stock, respectively.

The Company has not paid any cash dividends on its common stock. 
Because the Company continues to believe it is important to
strengthen the Company's balance sheet and liquidity, the Company
has no current intention of paying regular cash dividends on its
common stock, but may consider repurchase of its common stock under
certain market conditions.

The Company's Certificate of Incorporation provides that no shares
of capital stock may be voted by or at the direction of persons who
are not United States citizens unless such shares are registered on
a separate stock record.  The Company's Bylaws further provide that
no shares will be registered on such separate stock record if the
amount so registered would exceed United States foreign ownership
restrictions.  United States law currently requires that no more
than 25% of the voting stock of the Company (or any other domestic
airline) may be owned directly or indirectly by persons who are not
citizens of the United States.  Within the past year, Air Canada,
Continental's only significant foreign stockholder, sold all of its
Continental common stock that was included on the foreign stock
register.  See Item 1.  "Business.  Capital Structure".


ITEM 6.  SELECTED FINANCIAL DATA.

The table on the following page sets forth certain consolidated
financial data of (i) the Company at December 31, 1996, 1995, 1994
and 1993 and for the years ended December 31, 1996, 1995 and 1994
and the period April 28, 1993 through December 31, 1993 and
(ii) the Predecessor Company (see "1993 Reorganization" below), for
the period January 1, 1993 through April 27, 1993 and as of and for
the year ended December 31, 1992 (in millions, except per share
data).

1993 Reorganization

As used on the following page, the term "Reorganized Company"
refers to Continental Airlines, Inc. and its subsidiaries.  The
Company reorganized under Chapter 11 of the federal bankruptcy code
in April 1993, after having filed for protection in December 1990. 
Pursuant to the Reorganization, Continental Airlines Holdings, Inc.
(together with its subsidiaries, "Holdings" or the "Predecessor
Company"), which had been the Company's parent, merged with and
into the Reorganized Company.

As a result of the adoption of fresh start reporting in accordance
with SOP 90-7, upon consummation of the Company's Plan of
Reorganization (see Item 3.  "Legal Proceedings.  Plan of
Reorganization"), the consolidated financial statements of the
Predecessor Company and the Reorganized Company have not been
prepared on a consistent basis of accounting and are separated by
a vertical black line.  The Reorganized Company includes
Continental CRS (formerly System One prior to April 27, 1995) (see

Item 1. - "Business.  Competition and Marketing") and other
businesses that had been consolidated with Holdings prior to
April 28, 1993 (but not with pre-reorganized Continental).  


<TABLE>

ITEM 6.  SELECTED FINANCIAL DATA (Continued)

<CAPTION>
                              Reorganized Company (1)(2)(3)       Predecessor Company (2)(3)
                                                      April 28,    January 1,
                                                     1993 through 1993 through  Year Ended
                           Year Ended December 31,   December 31,   April 27,  December 31,
                          1996     1995      1994        1993         1993         1992    
<S>                      <C>      <C>       <C>      <C>          <C>          <C>
Operating revenue. . . . $6,360   $5,825    $5,670      $3,910       $1,857       $5,459 

Operating income (loss).    525      385       (11)         95         (114)        (106)

Income (loss) before
  extraordinary gain
  (loss) . . . . . . . .    325      224      (613)        (39)        (979)        (125)

Net income (loss). . . .    319      224      (613)        (39)       2,640         (125)

Earnings (loss) per
  common and common
  equivalent share:
    Income (loss) 
      before extra-
      ordinary loss. . .   4.97     3.60    (11.88)      (1.17)         *          (1.35)

    Net income (loss). .   4.87     3.60    (11.88)      (1.17)         *          (1.35)

Earnings (loss) per
  common share 
  assuming full 
  dilution:
    Income (loss)
      before extra-
      ordinary loss. . .   4.19     3.15    (11.88)      (1.17)         *          (1.35)

    Net income (loss). .   4.11     3.15    (11.88)      (1.17)         *          (1.35)


*Not meaningful.
</TABLE>


<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA (Continued)

                                                                               Predecessor
<CAPTION>
                                           Reorganized Company (1)(2)          Company (2) 
                                               December 31,                    December 31,
                                     1996      1995       1994       1993          1992    
<S>                                <C>       <C>         <C>        <C>        <C>
Total assets . . . . . . . . . . . $5,206    $4,821      $4,601     $5,099       $3,253 

Debt and capital lease obligations
  in default (4) . . . . . . . . .      -         -         490          -            - 

Estimated liabilities subject to
  Chapter 11 reorganization
  proceedings. . . . . . . . . . .      -         -           -          -        3,907 

Long-term debt and capital lease
  obligations. . . . . . . . . . .  1,624     1,658       1,202      1,775          228 

Minority interest. . . . . . . . .     15        27          26         22            - 

Continental-Obligated Mandatorily
  Redeemable Preferred Securities
  of Subsidiary Trust holding 
  solely Convertible Subordinated
  Debentures (5) . . . . . . . . .    242       242           -          -            - 

Redeemable preferred stock . . . .     46        41          53         47          102 



(1)  See Item 7.  "Management's Discussion and Analysis of Financial Condition and Results
     of Operations.  Results of Operations" for a discussion of significant transactions in
     1996, 1995 and 1994.  1996 results include a $128 million fleet disposition charge
     associated with the Company's decision to accelerate the replacement of certain aircraft
     between August 1997 and December 1999.  The fleet disposition charge relates primarily
     to (i) the writedown of Stage 2 aircraft inventory to its estimated fair value and (ii)
     a provision for costs associated with the return of leased aircraft at the end of their
     respective lease terms.  1995 results include a $108 million gain ($30 million after
     taxes) from the System One transactions.  1994 results include a provision of
     $447 million associated with the planned early retirement of certain aircraft and closed
     or underutilized airport and maintenance facilities and other assets.
(2)  Certain reclassifications have been made in prior years' financial statements to conform
     to the 1996 presentation.
(3)  No cash dividends were paid on common stock during the periods shown.
(4)  The Company's failure to make certain required payments in 1994 to certain lenders and
     aircraft lessors constituted events of default under the respective agreements with such
     parties.  These events of default were cured in 1995.
(5)  The sole assets of the Continental-Obligated Mandatorily Redeemable Preferred Securities
     of Subsidiary Trust ("Trust") are Convertible Subordinated Debentures, with an aggregate
     principal amount of $250 million, which bear interest at the rate of 8-1/2% per annum
     and mature on December 1, 2020.  Upon repayment, the Trust will be mandatorily redeemed.
</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

The following discussion may contain forward-looking statements. 
In connection therewith, please see the cautionary statements
contained in Item 1.  "Business.  Risk Factors Relating to the
Company" and  "Business.  Risk Factors Relating to the Airline
Industry" which identify important factors that could cause actual
results to differ materially from those in the forward-looking
statements.  Hereinafter, the terms "Continental" and the "Company"
refer to Continental Airlines, Inc. and its subsidiaries, unless
the context indicates otherwise.

Results of Operations

The following discussion provides an analysis of the Company's
results of operations and reasons for material changes therein for
the three years ended December 31, 1996.  

Comparison of 1996 to 1995.  The Company recorded consolidated net
income of $319 million and $224 million for the years ended
December 31, 1996 and 1995, respectively, including a $128 million
fleet disposition charge ($77 million after taxes) and a $6 million
after-tax extraordinary loss relating to the early extinguishment
of debt in 1996.  Continental's financial and operating performance
improved significantly in 1996 compared to 1995, reflecting, among
other things, continued implementation of the Company's strategic
program to enhance the fundamentals of its operations, rationalize
capacity, improve customer service and employee relations and
strengthen its balance sheet and liquidity.  Management believes
that the Company benefitted significantly from the expiration of
the aviation trust fund tax (the "ticket tax") on December 31,
1995, although the amount of any such benefit directly resulting
from the expiration of the ticket tax cannot precisely be
determined.  The ticket tax was reinstated on August 27, 1996, and
expired again on December 31, 1996.  Management believes that the
reimposition of the ticket tax is imminent.  Nevertheless, the
amount of the negative impact directly resulting from the
reimposition of the ticket tax cannot be precisely determined.

Implementation of the Company's route realignment and capacity
rationalization initiatives increased capacity by 0.8% in 1996 as
compared to 1995.  This increase in capacity, combined with a 4.7%
increase in traffic, produced a 2.5 percentage point increase in
load factor to 68.1%.  This higher load factor, combined with a
4.7% increase in the average yield per revenue passenger mile,
contributed to a 10.7% increase in passenger revenue to $5.9
billion in 1996.

Cargo, mail and other revenue decreased 6.5%, $34 million, from
1995 to 1996 primarily as a result of a series of transactions
entered into with a former subsidiary, System One Information
Management, Inc. ("System One") (which were effective April 27,
1995).  Partially offsetting such decrease was an increase in other
revenue resulting from a wet lease agreement with Alitalia
Airlines, an agreement with DHL International to operate a sorting
and distribution hub in Manila and an increase in revenue related
to frequent flyer mileage credits sold to participating partners in
the Company's frequent flyer program.

Wages, salaries and related costs increased 8.2%, $117 million,
during 1996 as compared to 1995 due in part to an increase in the
average number of full-time equivalent employees from approximately
33,700 for the year ended December 31, 1995 to approximately 34,300
for the year ended December 31, 1996.  The increase is also
attributable to pay increases effective July 1, 1996 for
Continental's jet pilots and substantially all of its non-unionized
employees and an increase in base wages and per diem payments for
flight attendants resulting from the Company's collective
bargaining agreement with the International Association of
Machinists and Aerospace Workers ("IAM") representing Continental's
flight attendants.  In addition, increases in employee profit
sharing and other incentive programs, including the payment of
bonuses for on-time airline performance, increased wages and
salaries.

Aircraft fuel expense increased 13.7%, $93 million, from 1995 to
1996.  The average price per gallon, net of fuel hedging gains of
$65 million, increased 10.7% from 55.0 cents in 1995 to 60.9 cents
in 1996.  In addition, there was a 2.1% increase in the quantity of
jet fuel used from 1.203 billion gallons during 1995 to 1.228
billion gallons during 1996, principally reflecting increased
capacity.

Aircraft rentals increased 2.4%, $12 million, from 1995 to 1996,
primarily as a result of the delivery of new aircraft throughout
1996.  Such increase was partially offset by retirements of certain
leased aircraft and refinancings of certain leased aircraft.

Commissions expense increased 4.3%, $21 million, in 1996 compared
to 1995, primarily due to a 10.7% increase in passenger revenue,
partially offset by a decrease in the percentage of commissionable
revenue.

Maintenance, materials and repairs increased 7.5%, $32 million,
during 1996 as compared to 1995, principally due to the volume and
timing of engine overhauls as part of the Company's ongoing
maintenance program.

During the third quarter of 1996, the Company made the decision to
accelerate the replacement of 30 DC-9-30 aircraft, six DC-10-10
aircraft, 31 727-200 aircraft, 13 737-100 aircraft and 17 737-200
aircraft between August 1997 and December 1999.  As a result of its
decision to accelerate the replacement of these aircraft, the
Company recorded a fleet disposition charge of $128 million ($77
million after taxes).  The fleet disposition charge relates
primarily to (i) the writedown of Stage 2 aircraft inventory, which
is not expected to be consumed through operations, to its estimated
fair value; and (ii) a provision for costs associated with the
return of leased aircraft at the end of their respective lease
terms.  

Interest expense decreased 22.5%, $48 million, from 1995 to 1996,
primarily due to principal reductions of long-term debt and capital
lease obligations as a result of the Company's refinancing
initiatives.

Interest income increased 38.7%, $12 million, in 1996 compared to
1995, principally due to an increase in the average invested
balance of cash and cash equivalents.

The Company's other nonoperating income (expense) for the year
ended December 31, 1996 includes a $13 million gain related to the
sale of approximately 1.4 million shares of America West Airlines,
Inc. ("America West") common stock, a $5 million gain related to
the sale of the America West warrants and foreign currency gains
and losses (primarily related to the Japanese yen and the British
pound).  

Nonoperating income (expense) for the year ended December 31, 1995
primarily consisted of a pre-tax gain of $108 million from the
System One transactions.  Additionally in 1995, the bankruptcy
court approved a settlement resolving certain claims filed by the
Company for the return of certain aircraft purchase deposits.  As
a result of the settlement, the Company recorded a $12 million gain
in 1995, included in other nonoperating income (expense).  These
gains were partially offset by an additional provision of $14
million for underutilized airport facilities and other assets
(primarily associated with Denver International Airport, "DIA") and
a $5 million pretax charge which represented a waiver fee to a
major creditor of the Company.

The income tax provision for the year ended December 31, 1996 of
$86 million consists of federal, state and foreign income taxes. 
During 1996, the Company utilized previously unbenefitted net
operating loss carryforwards ("NOLs"), created subsequent to the
Company's 1993 emergence from bankruptcy, and began accruing income
tax expense in the second quarter.  A provision for federal income
taxes was recorded for the year ended December 31, 1995 related to
the System One transactions.  No additional provision was recorded
in 1995 due to the previously incurred NOLs for which a tax benefit
had not previously been recorded.

Comparison of 1995 to 1994.  Continental's financial and operating
performance improved dramatically in 1995, reflecting among other
things implementation of a new strategic program by the Company to
enhance the fundamentals of its operations, rationalize capacity
(including the elimination of "Continental Lite" operations - a
network of short-haul, no-frills, low-fare flights), improve
customer service and employee relations and strengthen
Continental's balance sheet and liquidity.  The Company recorded
consolidated net income of $224 million for the year ended December
31, 1995, after recording $31 million in employee profit sharing,
as compared to a consolidated net loss of $613 million for the year
ended December 31, 1994.  The Company's net income in 1995 included
a $30 million after-tax gain on the System One transactions. 
During the fourth quarter of 1994, the Company recorded a provision
of $447 million, which included $278 million associated primarily
with the planned early retirement of certain aircraft and $169
million relating to closed or underutilized airport and maintenance
facilities and other assets.  

During 1995, the Company implemented its route realignment and
capacity rationalization initiatives, which reduced capacity by
7.4% from 1994, while traffic declined only 3.8%, producing a 2.5
percentage point increase in load factor to 65.6%.  This higher
load factor, combined with a 9.4% increase in the average yield per
revenue passenger mile, contributed to a 5.3% increase in passenger
revenue to $5.3 billion despite the decreased capacity.

Cargo, mail and other revenue decreased 17.5%, $111 million, from
1994 to 1995, principally as a result of the System One
transactions (which were effective April 27, 1995).

Wages, salaries and related costs decreased 6.5%, $100 million,
from 1994 to 1995, primarily due to a reduction in the average
number of full-time equivalent employees from approximately 40,400
for the year ended December 31, 1994 to approximately 33,700 for
the year ended December 31, 1995.  Such decrease was partially
offset by a $20 million cash payment to pilots upon ratification of
a new collective bargaining agreement, employee profit sharing and
other incentive programs, including the payment of bonuses for
Continental's on-time performance.  Wage rates were impacted by
longevity pay increases for substantially all employee groups,
effective July 1, 1995.  In addition, wage restorations relating to
an average 10.0% wage reduction implemented by the Company in July
1992 also increased wage rates.  Wage reductions were restored in
equal increments in December 1992, April 1993, April 1994 and July
1994.

Aircraft fuel expense decreased 8.1%, $60 million, from 1994 to
1995.  The quantity of jet fuel used dropped 7.7% from 1.3 billion
gallons in 1994 to 1.2 billion gallons in 1995, principally
reflecting capacity reductions and increased stage lengths.  Such
decrease was partially offset by a 2.8% increase in the average
price per gallon from 53.5 cents in 1994 to 55.0 cents in 1995.

Aircraft rentals increased 14.8%, $64 million, from 1994 to 1995,
primarily as a result of the delivery of new 737 and 757 aircraft
from Boeing during late 1994 and throughout 1995.  Such increase
was partially offset by retirements and groundings of certain
leased aircraft.

Commission expense increased 11.4%, $50 million, from 1994 to 1995,
primarily due to increased passenger revenue and higher average
effective commission rates associated with the Company's targeted
travel initiatives and the elimination of noncommissionable
Continental Lite fares.

Maintenance, materials and repairs decreased 13.3%, $66 million,
from 1994 to 1995, principally due to the replacement of older
aircraft with new aircraft, a reduction in the fleet size and the
volume and timing of overhauls as part of the Company's ongoing
maintenance program.  Such decreases were partially offset by the
shift of scheduled maintenance work to outside suppliers, which
resulted in the entire cost of maintenance work performed by
outside suppliers being included in maintenance, materials and
repairs, whereas when Continental performs its own maintenance
work, a portion of such cost is classified as wages, salaries and
related costs.

Other rentals and landing fees decreased by 9.2%, $36 million, from
1994 to 1995, principally due to reduced facility rentals and
landing fees resulting from downsizing operations.

Other operating expense decreased 6.3%, $88 million, from 1994 to
1995, primarily as a result of the System One transactions (which
were effective April 27, 1995), coupled with decreases in
advertising expense, aircraft servicing expense and catering
expense.  Such decreases were partially offset by increases in
reservations and sales expense and other miscellaneous expense.

Interest expense decreased 11.6%, $28 million, from 1994 to 1995,
primarily due to the reduced accretion of deferred credits recorded
in connection with the Company's adjustment of operating leases to
fair market value as of April 27, 1993 upon emergence from
bankruptcy and principal reductions of long-term debt and capital
lease obligations.  Such decrease was partially offset by accrued
interest on the convertible secured debentures.

Interest capitalized decreased 64.7%, $11 million, from 1994 to
1995, principally due to a decrease in the average balance of
purchase deposits for flight equipment.

Interest income increased 34.8%, $8 million, from 1994 to 1995,
primarily due to an increase in the average balance of cash and
cash equivalents.

The Company recorded a pretax gain of $108 million related to the
System One transactions in Nonoperating Income (Expense) in the
accompanying Consolidated Statement of Operations.  The tax
provision related to these transactions totaled $78 million (which
differs from the federal statutory rate due to certain
nondeductible expenses), for a net gain of $30 million.

In 1995, the bankruptcy court approved a settlement resolving
certain claims filed by the Company for the return of certain
aircraft purchase deposits.  As a result of the settlement, the
Company recorded a $12 million gain in 1995, which was classified
in Other, net in the accompanying Consolidated Statement of
Operations.  This gain was offset by an additional provision of $14
million for underutilized airport facilities and other assets
(primarily associated with DIA) and a $5 million pretax charge
related to the purchase of warrants held by Air Canada, a Canadian
corporation.  The Company's Other, net in 1994 included gains of
$10 million relating primarily to a gain on the sale of 10 Beech
aircraft and five spare engines, offset by foreign exchange losses
of $5 million (primarily related to Japanese yen-denominated
transactions).  In addition, during the fourth quarter of 1994, the
Company recorded a provision of $447 million, which included $278
million associated primarily with the planned early retirement of
certain aircraft and $169 million relating to closed or
underutilized airport and maintenance facilities and other assets.

Certain Statistical Information

An analysis of statistical information for Continental's jet
operations for each of the three years in the period ended
December 31, 1996 is as follows:

<TABLE>
<CAPTION>
                          Net Increase/        Net Increase/
                           (Decrease)           (Decrease)
                    1996    1996-1995    1995    1995-1994    1994 
<S>                <C>      <C>         <C>      <C>          <C>
Revenue pas-
 senger miles 
 (millions) (1). . 41,914      4.7 %    40,023     (3.8)%    41,588
Available seat
 miles (2) . . . . 61,515      0.8 %    61,006     (7.4)%    65,861
Block hours
 (thousands) (3) .  1,131      3.3 %     1,095     (4.6)%     1,148
Passenger load
 factor (4). . . .  68.1%      2.5 pts.  65.6%      2.5 pts.  63.1%
Breakeven pas-
 senger load
 factor (5). . . .  60.7%     (0.1)pts.  60.8%     (2.1)pts.  62.9%
Passenger revenue
 per available
 seat mile
 (cents) (6) . . .   8.93      8.9 %      8.20     13.6 %      7.22
Total revenue per
 available seat 
 miles (cents) 
 (7) . . . . . . .   9.80      8.6 %      9.02     13.5 %      7.95
Operating cost
 per available
 seat mile
 (cents) (8),
 (12). . . . . . .   8.77      4.9 %      8.36      6.4 %      7.86
Operating cost 
 per block 
 hour (12) . . . . $4,772      2.5 %    $4,655      3.3 %    $4,506
Average yield 
 per revenue
 passenger
 mile (cents) (9).  13.10      4.7 %     12.51      9.4 %     11.44
Average fare per 
 revenue 
 passenger . . . .$143.27      7.6 %   $133.21     18.2 %   $112.71
Revenue passengers
 (thousands) . . . 38,332      2.0 %    37,575    (11.0)%    42,202
Average length of
 aircraft flight
 (miles) . . . . .    896      7.2 %       836     15.0 %       727
Average daily
 utilization of
 each aircraft
 (hours) (10). . .   9:53      3.7 %      9:32     (4.2)%      9:57
Actual aircraft
 in fleet at end
 of period (11). .    317      2.6 %       309     (6.4)%       330
</TABLE>

_______________

 (1)  The number of scheduled miles flown by revenue passengers.
 (2)  The number of seats available for passengers multiplied by
      the number of scheduled miles those seats are flown.
 (3)  The number of hours an aircraft is operated in revenue
      service from gate to gate.
 (4)  Revenue passenger miles divided by available seat miles.
 (5)  The percentage of seats that must be occupied by revenue
      passengers in order for the airline to break even on an
      income before income taxes basis, excluding nonrecurring
      charges, nonoperating items and other special items.
 (6)  Passenger revenue divided by available seat miles.
 (7)  Total revenue divided by available seat miles.
 (8)  Operating expenses divided by available seat miles.
 (9)  The average revenue received for each mile a revenue
      passenger is carried.
(10)  The average block hours flown per day in revenue service per
      aircraft.
(11)  1996 excludes four all-cargo 727 aircraft at CMI, three A300
      and one 747 Continental aircraft that were removed from
      service in 1995 and four DC-10-30 Continental aircraft that
      were delivered in 1996, but were not placed into service
      until 1997.
(12)  1996 excludes fleet disposition charge totaling $128 million.

Liquidity and Capital Commitments

During 1996, the Company completed a number of transactions
intended to strengthen its long-term financial position and enhance
earnings:

- - In the first and second quarters of 1996, the Company financed
  one owned aircraft and exercised its right under 22 existing
  leveraged aircraft leases to cause the owner/ lessor's debt
  underlying these leases to be refinanced.  The lower borrowing
  costs obtained in the refinancing allowed Continental's operating
  lease expense for the affected aircraft to be reduced by more
  than $17 million annually.

- - In January and February 1996, Continental repurchased or redeemed
  without prepayment penalty the remaining amount of its Series A
  convertible secured debentures for $125 million (including
  payment-in-kind interest of $7 million).

- - In February 1996, Continental sold approximately 1.4 million of
  the 1.8 million shares it owned in America West, realizing net
  proceeds of $25 million and recognizing a gain of $13 million. 
  In May 1996, the Company sold all of its 802,860 America West
  warrants, realizing net proceeds of $7 million and recognizing a
  gain of $5 million.

- - In March 1996, Continental completed the offering of $230 million
  of 6-3/4% convertible subordinated notes.

- - In March 1996, Continental repaid $257 million of secured
  indebtedness to General Electric Capital Corporation, General
  Electric Company and certain affiliates (any one or more of such
  entities, "GE") (of which $47 million was required as a result of
  the convertible debt financing and the America West stock sale
  and $210 million was an optional prepayment), resulting in the
  elimination of certain restrictive covenants.

- - In July 1996, Continental's 91%-owned subsidiary, Continental
  Micronesia, Inc. ("CMI") consummated a $320 million secured term
  loan financing with a group of banks and other financial
  institutions.  Continental and CMI used the net proceeds,
  together with available cash, to prepay approximately $324
  million in principal amount of GE indebtedness.  The bank
  financing reduced interest expense by $3 million in 1996 and is
  expected to result in a savings in interest expense of $6 million
  in 1997, based on current rates.  The bank financing does not
  contain any restrictive covenants at the Continental parent
  level, and none of the assets of the parent company (other than
  its stock in Air Micronesia, Inc., CMI's parent company) is
  pledged in connection with the financing.  Accordingly, this
  transaction freed up over $1 billion of collateral at Continental
  which was previously pledged under the terms of the GE debt
  agreements.

- - In December 1996, the Company sold $250 million principal amount
  of 9-1/2% senior notes due 2001.  The net proceeds of $244
  million were added to the Company's available cash resources.

As of December 31, 1996, Continental had approximately $1.9 billion
(including current maturities) of long-term debt and capital lease
obligations, and had approximately $884 million of minority
interest, Continental-obligated mandatorily redeemable preferred
securities of subsidiary trust, redeemable preferred stock and
common stockholders' equity, a ratio of 2.1 to 1.  As of
December 31, 1995, the ratio of long-term debt and capital lease
obligations (including current maturities) to minority interest,
Continental-obligated mandatorily redeemable preferred securities
of subsidiary trust, redeemable preferred stock and common
stockholders' equity was 3.1 to 1.

The Company had, as of December 31, 1996, deferred tax assets
aggregating $1.3 billion, including $804 million of NOLs.  The
Company recorded a valuation allowance of $694 million against such
assets as of December 31, 1996.  Realization of a substantial
portion of the Company's remaining NOLs will require the completion
by April 27, 1998 of transactions resulting in recognition of
built-in gains for federal income tax purposes.  The Company has
consummated several such transactions and currently intends to
consummate one or more additional transactions.  If the Company
were to determine in the future that such transactions will not be
completed and if future income is not sufficient to recognize the
benefit of previously completed transactions, an adjustment to the
net deferred tax liability of up to $85 million would be charged to
income in the period such determination was made.

As a result of NOLs, the Company will not pay United States federal
income taxes (other than alternative minimum tax) until it has
recorded approximately an additional $1.1 billion of taxable income
following December 31, 1996.  Section 382 of the Internal Revenue
Code ("Section 382") imposes limitations on a corporation's ability
to utilize NOLs if it experiences an "ownership change".  In
general terms, an ownership change may result from transactions
increasing the ownership of certain stockholders in the stock of a
corporation by more than 50 percentage points over a three-year
period.  In the event that an ownership change should occur,
utilization of Continental's NOLs would be subject to an annual
limitation under Section 382 determined by multiplying the value of
the Company's stock at the time of the ownership change by the
applicable long-term tax exempt rate (which was 5.48% for February
1997).  Unused annual limitation may be carried over to later
years, and the amount of the limitation may under certain
circumstances be increased by the built-in gains in assets held by
the Company at the time of the change that are recognized in the
five-year period after the change.  Under current conditions, if an
ownership change were to occur, Continental's NOL utilization would
be limited to approximately $100 million per year.

As of December 31, 1996, Continental has firm commitments with The
Boeing Company ("Boeing") to take delivery of a total of 127 jet
aircraft during the years 1997 through 2003 with options for an
additional 90 aircraft (exercisable subject to certain conditions). 
These new aircraft will replace older, less efficient Stage 2
aircraft and allow for growth of operations.  The estimated
aggregate cost of the Company's firm commitments for the Boeing
aircraft is approximately $4.3 billion.  Continental has firm
commitments of approximately $1.4 billion of backstop financing for
its Boeing aircraft orders.  Continental currently plans on
financing the new Boeing aircraft with enhanced equipment trust
certificates or similar financing, subject to availability and
market conditions.  However, further financing will be needed to
satisfy Continental's capital commitment for other aircraft-related
expenditures such as spare parts, simulators (including Continental
Express's new Embraer ("EMB")-145 aircraft described below) and
related items.  There can be no assurance that sufficient financing
will be available for all aircraft and other capital expenditures
not covered by firm financing commitments.  Continental has also
entered into agreements or letters of intent with several outside
parties to lease or purchase five DC-10-30 aircraft and one Boeing
747 aircraft which are expected to be delivered by mid 1997.

During 1996, Continental took delivery of a total of five new
Boeing aircraft which consisted of three 737-500 aircraft and two
757-200 aircraft.  In addition, Continental also purchased three
DC-10-30 aircraft and two McDonnell Douglas-82 aircraft and leased
four DC-10-30 aircraft.

In September 1996, Continental's wholly-owned subsidiary,
Continental Express ("Express"), placed an order for 25 firm EMB-
145 50-seat regional jets, with options for an additional 175
aircraft.  Neither Express nor Continental will have any obligation
to take aircraft that are not financed by a third party and leased
to the Company.  However, if the Company fails to confirm the first
tranche of 25 options by August 1997, the rent associated with the
25 firm aircraft will increase by an aggregate of $33.6 million
over the 16-year life of the leases.  Express took delivery of two
of the firm aircraft in late December 1996 and will take delivery
of the remaining 23 firm aircraft during the period from January 1,
1997 through the second quarter of 1998.  The Company expects to
account for all of these aircraft as operating leases.  During
1996, Express also took delivery of 12 Beech 1900-D aircraft and
eight Avions de Transport Regional ("ATR") 42-500 aircraft.

Continental expects its cash outlays for 1997 capital expenditures,
exclusive of fleet plan requirements, to aggregate $125 million,
primarily relating to mainframe, software application and
automation infrastructure projects, aircraft modifications and
mandatory maintenance projects, passenger terminal facility
improvements and office, maintenance, telecommunications and ground
equipment.  Continental's capital expenditures during 1996
aggregated $84 million, exclusive of fleet plan requirements.

The Company expects to fund its future capital commitments through
internally generated funds together with general Company financings
and aircraft financing transactions.  However, there can be no
assurance that sufficient financing will be available for all
aircraft and other capital expenditures not covered by firm
financing commitments.

In July 1996, the Company announced plans to expand its gates and
related facilities Houston's Intercontinental Airport into Terminal
B, as well as planned improvements at Terminal C.  The expansion,
which will include the construction of a new automated people mover
system linking Terminal B and Terminal C, is expected to cost
approximately $160 million (exclusive of capitalized interest),
which the Company expects will be funded principally by the
issuance of tax-exempt special facilities revenue bonds by the City
of Houston.  In connection therewith, the Company expects to enter
into long-term leases (or amendments to existing leases) with the
City of Houston providing for the Company to make rental payments
sufficient to service the related tax-exempt bonds, which will have
a term no longer than 30 years.

The Company is also exploring facility expansions at Cleveland and
Newark which would require, among other matters, agreements to be
reached with the applicable airport authority.  The Company
anticipates that any such expansions would be financed by tax-
exempt bonds.

As of December 31, 1996 the Company had $1.0 billion in cash and
cash equivalents (excluding restricted cash), compared to $603
million as of December 31, 1995.  Net cash provided by operating
activities increased $512 million during the year ended December
31, 1996 compared to the same period in the prior year principally
due to earnings improvement.  Net cash used by investing activities
for the year ended December 31, 1996 compared to the same period in
the prior year increased $279 million, primarily as a result of
higher capital expenditures in 1996, lower purchase deposits
refunded in connection with aircraft delivered in 1996 and proceeds
received in 1995 in connection with the System One transactions. 
This increase was offset in part by proceeds received from (i)
sale/leaseback transactions in 1996 and (ii) the sale in 1996 of
approximately 1.4 million shares of Continental's America West
stock and all of Continental's America West warrants.  Net cash
used by financing activities increased $177 million primarily due
to (i) an increase in the repayment of long-term debt and capital
lease obligations, net of proceeds from issuance of debt and other
securities, (ii) dividends paid on preferred securities of trust
and (iii) a dividend paid to the minority shareholder of CMI in
connection with the $320 million secured term loan financing.  This
increase was offset in part by proceeds received from the
consummation of a $320 million secured term loan financing and the
issuances of $250 million principal amount of 9-1/2% senior notes
and $230 million of 6-3/4% convertible subordinated notes.

Continental does not have general lines of credit and has
significant encumbered assets.

Approximately $76 million and $144 million of cash and cash
equivalents at December 31, 1996 and 1995, respectively, were held
in restricted arrangements relating primarily to workers'
compensation claims and in accordance with the terms of certain
other agreements.  The $320 million financing consummated by CMI in
July 1996 contains significant financial covenants relating to CMI,
including maintenance of a minimum fixed charge coverage ratio, a
minimum consolidated net worth and minimum liquidity, and covenants
restricting CMI's leverage, its incurrence of certain indebtedness
and its pledge of assets.  The financial covenants also limit the
ability of CMI to pay dividends to Continental.  As of December 31,
1996, CMI had a minimum cash balance requirement of $25 million,
net assets of $185 million and was restricted from paying dividends
in excess of $6 million.  As a result of the recent weakness of the
yen against the dollar and increased fuel costs, CMI's operating
earnings declined during the third and fourth quarter of 1996 as
compared to similar periods in 1995, and are not expected to
improve materially absent a stronger yen or reduced fuel costs.  In
January 1997, CMI elected to prepay $25 million of principal amount
of its bank financing rather than use such cash for other purposes.

CMI entered into an interest rate swap agreement and an interest
rate cap agreement to reduce the impact of potential increases in
interest rates on its bank financing that was completed in July
1996.  The Company has entered into petroleum option contracts to
provide some short-term protection against a sharp increase in jet
fuel prices, and CMI has entered into average rate option contracts
to hedge a portion of its Japanese yen-denominated ticket sales
against a significant depreciation in the value of the yen versus
the United States dollar. 

In August 1996, the Company and the IAM which represents the
Company's Continental Airlines' flight attendants entered into a
collective bargaining agreement which becomes amendable in December
1999.  The agreement provides for base wage increases in each year
of the contract, a one-time adjustment to certain base wage scales
as an equitable adjustment, an increase in per diem payments and
other matters, including productivity improvements.  In addition,
effective July 1, 1996, Continental implemented pay increases for
substantially all of its non-unionized employees as part of a
three-year plan to increase base wages to be more comparable to
industry average wages.  The Company anticipates that the pay
increases for Continental's flight attendants and its non-unionized
employees will result in a cumulative increase in wages, salaries
and related costs (assuming no change in the Company's operations)
of $60 million through 1997, $104 million through 1998 and $134
million through 1999.  CMI's collective bargaining agreement with
its flight attendants became amendable in September 1996 and
negotiations are in progress to amend this contract.  The Company's
collective bargaining agreements with its CMI agent-classification
employees, CMI mechanics and mechanic-related employees, its
Continental Airlines jet pilots and its Express pilots become
amendable in March 1997, March 1997, July 1997 and October 1997,
respectively.  Negotiations are expected to begin in early 1997 to
amend these contracts.  The Company believes that mutually
acceptable agreements can be reached with such employees, although
the ultimate outcome of the Company's negotiations is unknown at
this time.  The Company anticipates that it will be able to offset
a significant portion of wage and other cost increases with
increased labor productivity, reduced interest and lease expenses,
reduced distribution costs and other cost savings.

Continental's decision to order 60 new Boeing 737-500 and 737-600
aircraft (which will replace older, less efficient Stage 2
aircraft) is expected to increase ownership costs while generating
cost savings in the areas of maintenance, fuel and pilot training.

Management believes that the Company's costs are likely to be
affected in the future by (i) higher aircraft rental expense as new
aircraft are delivered, (ii) higher wages, salaries and related
costs as the Company continues to compensate its employees
comparable to industry average, (iii) changes in the costs of
materials and services (in particular, the cost of fuel, which can
fluctuate significantly in response to global market conditions),
(iv) changes in governmental regulations and taxes affecting air
transportation and the costs charged for airport access, including
new security requirements, (v) changes in the Company's fleet and
related capacity and (vi) the Company's continuing efforts to
reduce costs throughout its operations, including reduced
maintenance costs for new aircraft, reduced distribution expense
from using Continental's electronic ticket product ("E-Ticket") and
the Internet for bookings, and reduced interest expense.


I
TEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Consolidated Financial Statements

                                                       Page No.

Report of Independent Auditors                           F-2

Consolidated Statements of Operations for each of the       
  Three Years in the Period Ended December 31, 1996      F-3

Consolidated Balance Sheets as of December 31, 1996 
  and 1995                                               F-5

Consolidated Statements of Cash Flows for each of the
  Three Years in the Period Ended December 31, 1996      F-7

Consolidated Statements of Redeemable Preferred Stock
  and Common Stockholders' Equity for each of the 
  Three Years in the Period Ended December 31, 1996     F-10

Notes to Consolidated Financial Statements              F-14


                 REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Continental Airlines, Inc.

We have audited the accompanying consolidated balance sheets of
Continental Airlines, Inc. (the "Company") as of December 31, 1996
and 1995, and the related consolidated statements of operations,
redeemable preferred stock and common stockholders' equity and cash
flows for each of the three years in the period ended December 31,
1996.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of the Company at December 31, 1996 and 1995,
the consolidated results of its operations and its cash flows for
each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.


                                     ERNST & YOUNG LLP           

Houston, Texas
February 10, 1997



<TABLE>
                      CONTINENTAL AIRLINES, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
            (In millions of dollars, except per share data)


<CAPTION>
                                            Year Ended December 31,  
                                           1996      1995      1994  
<S>                                       <C>       <C>       <C>
Operating Revenue:
 Passenger. . . . . . . . . . . . . . . . $5,871    $5,302    $5,036 
 Cargo, mail and other. . . . . . . . . .    489       523       634 
                                           6,360     5,825     5,670 

Operating Expenses:
 Wages, salaries and related costs. . . .  1,549     1,432     1,532 
 Aircraft fuel. . . . . . . . . . . . . .    774       681       741 
 Aircraft rentals . . . . . . . . . . . .    509       497       433 
 Commissions. . . . . . . . . . . . . . .    510       489       439 
 Maintenance, materials and repairs . . .    461       429       495 
 Other rentals and landing fees . . . . .    350       356       392 
 Depreciation and amortization. . . . . .    254       253       258 
 Fleet disposition charge . . . . . . . .    128         -         - 
 Other. . . . . . . . . . . . . . . . . .  1,300     1,303     1,391 
                                           5,835     5,440     5,681 

Operating Income (Loss)                      525       385       (11)

Nonoperating Income (Expense):
 Interest expense . . . . . . . . . . . .   (165)     (213)     (241)
 Interest capitalized . . . . . . . . . .      5         6        17 
 Interest income. . . . . . . . . . . . .     43        31        23 
 Gain on System One transactions. . . . .      -       108         - 
 Other, net . . . . . . . . . . . . . . .     20        (7)     (439)
                                             (97)      (75)     (640)

Income (Loss) before Income Taxes, 
 Minority Interest and Extraordinary 
 Loss . . . . . . . . . . . . . . . . . .    428       310      (651)

Income Tax (Provision) Benefit. . . . . .    (86)      (78)       42 













                                              (continued on next page)

</TABLE>


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
            (In millions of dollars, except per share data)


<CAPTION>
                                            Year Ended December 31,  
                                           1996      1995      1994  
<S>                                       <C>       <C>      <C>
Income (Loss) before Minority 
 Interest and Extraordinary Loss. . . . . $  342    $  232   $  (609)

Minority Interest . . . . . . . . . . . .     (3)       (6)       (4)

Distributions on Preferred Securities
 of Trust, net of applicable income taxes
 of $8 in 1996. . . . . . . . . . . . . .    (14)       (2)        - 

Income (Loss) before Extraordinary
 Loss . . . . . . . . . . . . . . . . . .    325       224      (613)

Extraordinary Loss, net of applicable
 income taxes of $4 . . . . . . . . . . .     (6)        -         - 

Net Income (Loss) . . . . . . . . . . . .    319       224      (613)

Preferred Dividend Requirements and
 Accretion to Liquidation Value . . . . .     (5)       (9)       (6)

Income (Loss) Applicable to Common
 Shares . . . . . . . . . . . . . . . . . $  314    $  215   $  (619)

Earnings (Loss) per Common and
 Common Equivalent Share:
  Income (loss) before Extraordinary 
   Loss . . . . . . . . . . . . . . . . . $ 4.97    $ 3.60   $(11.88)
  Extraordinary Loss. . . . . . . . . . .  (0.10)        -         -
  Net Income. . . . . . . . . . . . . . . $ 4.87    $ 3.60   $(11.88)

Earnings (Loss) per Common Share
 Assuming Full Dilution:
  Income (loss) before Extraordinary 
   Loss . . . . . . . . . . . . . . . . . $ 4.19    $ 3.15   $(11.88)
  Extraordinary Loss. . . . . . . . . . .  (0.08)        -         -
  Net Income. . . . . . . . . . . . . . . $ 4.11    $ 3.15   $(11.88)










The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
</TABLE>


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                      CONSOLIDATED BALANCE SHEETS
            (In millions of dollars, except for share data)

<CAPTION>
                                           December 31,  December 31,
             ASSETS                           1996          1995     
<S>                                        <C>           <C>
Current Assets:
 Cash and cash equivalents, including 
  restricted cash and cash equivalents 
  of $76 and $144, respectively . . . . .    $1,061        $  747 
 Accounts receivable, net of allowance 
  for doubtful receivables of $27 and 
  $44, respectively . . . . . . . . . . .       377           351 
 Spare parts and supplies, net of 
  allowance for obsolescence of $47 and 
  $36, respectively . . . . . . . . . . .       111           127 
 Prepayments and other assets . . . . . .        85            90 
   Total current assets . . . . . . . . .     1,634         1,315 

Property and Equipment:
 Owned property and equipment:
  Flight equipment. . . . . . . . . . . .     1,199         1,107 
  Other . . . . . . . . . . . . . . . . .       338           288 
                                              1,537         1,395 
  Less:  Accumulated depreciation . . . .       370           285 
                                              1,167         1,110 

 Purchase deposits for flight equipment .       154            48 

 Capital leases:
  Flight equipment. . . . . . . . . . . .       396           394 
  Other . . . . . . . . . . . . . . . . .        31            28 
                                                427           422 
  Less:  Accumulated amortization . . . .       152           119 
                                                275           303 
   Total property and equipment . . . . .     1,596         1,461 

Other Assets:
 Routes, gates and slots, net of 
  accumulated amortization
  of $212 and $154, respectively. . . . .     1,473         1,531 
 Reorganization value in excess of 
  amounts allocable to identifiable
  assets, net of accumulated amortization 
  of $60 and $46, respectively. . . . . .       237           251 
 Investments. . . . . . . . . . . . . . .       134           163 
 Other assets, net. . . . . . . . . . . .       132           100 

   Total other assets . . . . . . . . . .     1,976         2,045 

     Total Assets . . . . . . . . . . . .    $5,206        $4,821 



                                              (continued on next page)
</TABLE>


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                      CONSOLIDATED BALANCE SHEETS
            (In millions of dollars, except for share data)

<CAPTION>
                                           December 31,  December 31,
 LIABILITIES AND STOCKHOLDERS' EQUITY         1996          1995     
<S>                                        <C>           <C>
Current Liabilities:
 Current maturities of long-term debt . .    $  201        $  163 
 Current maturities of capital leases . .        60            58 
 Accounts payable . . . . . . . . . . . .       705           617 
 Air traffic liability. . . . . . . . . .       661           579 
 Accrued payroll and pensions . . . . . .       149           181 
 Accrued other liabilities. . . . . . . .       328           386 
  Total current liabilities . . . . . . .     2,104         1,984 

Long-Term Debt. . . . . . . . . . . . . .     1,368         1,352 

Capital Leases. . . . . . . . . . . . . .       256           306 

Deferred Credits and Other Long-Term 
 Liabilities:
 Deferred income taxes. . . . . . . . . .        75            46 
 Accruals for aircraft retirements and 
  excess facilities . . . . . . . . . . .       188           175 
 Other. . . . . . . . . . . . . . . . . .       331           343 
  Total deferred credits and other 
   long-term liabilities. . . . . . . . .       594           564 

Commitments and Contingencies

Minority Interest . . . . . . . . . . . .        15            27 

Continental-Obligated Mandatorily 
 Redeemable Preferred Securities
 of Subsidiary Trust Holding Solely
 Convertible Subordinated 
 Debentures (A) . . . . . . . . . . . . .       242           242 
Redeemable Preferred Stock. . . . . . . .        46            41 

Common Stockholders' Equity:
 Class A common stock - $.01 par, 
  50,000,000 shares authorized;
  9,280,000 and 12,602,112 shares issued 
  and outstanding, respectively . . . . .         -             - 
 Class B common stock - $.01 par, 
  200,000,000 shares authorized; 
  47,943,343 and 42,856,548 shares 
  issued and outstanding, respectively. .         -             - 
 Additional paid-in capital . . . . . . .       693           733 
 Accumulated deficit. . . . . . . . . . .      (109)         (428)
 Unvested portion of restricted stock . .        (5)          (10)
 Additional minimum pension liability . .        (2)           (8)
 Unrealized gain on marketable equity 
  securities. . . . . . . . . . . . . . .         4            18 
  Total common stockholders' equity . . .       581           305 
    Total Liabilities and Stockholders' 
     Equity . . . . . . . . . . . . . . .    $5,206        $4,821 

(A) The sole assets of the Trust are convertible subordinated debentures
    with an aggregate principal amount of $250 million, which bear
    interest at the rate of 8-1/2% per annum and mature on December 1,
    2020.  Upon repayment, the Continental-Obligated Mandatorily
    Redeemable Preferred Securities of Subsidiary Trust will be
    mandatorily redeemed.

The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
</TABLE>


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (In millions of dollars)


<CAPTION>
                                            Year Ended December 31,  
                                           1996      1995      1994  
<S>                                       <C>        <C>      <C>
Cash Flows From Operating
 Activities:
 Net income (loss). . . . . . . . . . . . $  319     $224     $(613)
 Adjustments to reconcile net income
  (loss) to net cash provided by
  operating activities:
   Depreciation and amortization. . . . .    254      253       258 
   Provision for aircraft and 
    facilities. . . . . . . . . . . . . .    128       14       447 
   Gain on sale of America West stock
    and warrants. . . . . . . . . . . . .    (18)       -         - 
   Gain on System One transactions. . . .      -     (108)        - 
   Other, net . . . . . . . . . . . . . .     83       98       (52)
   Changes in operating assets and
    liabilities:
    Increase in accounts receivable . . .    (42)     (21)      (64)
    Increase in spare parts and 
     supplies . . . . . . . . . . . . . .    (43)      (8)      (10)
    (Increase) decrease in prepayments
     and other assets . . . . . . . . . .     88      (84)      (29)
    Increase in accounts payable. . . . .    103       48        89 
    Increase (decrease) in air traffic
     liability. . . . . . . . . . . . . .     82       (5)       (7)
    Increase (decrease) in accrued 
     liabilities, deferred credits
     and other. . . . . . . . . . . . . .   (123)     (92)        7 
 Net cash provided by operating
  activities. . . . . . . . . . . . . . .    831      319        26 

Cash Flows from Investing Activities:
 Capital expenditures, net of returned
  purchase deposits . . . . . . . . . . .   (314)     (82)     (227)
 Purchase deposits refunded in 
  connection with aircraft delivered. . .     20       97        96 
 Proceeds from disposition of 
  property, equipment and other
  assets. . . . . . . . . . . . . . . . .     11       60        29 
 Proceeds from sale/leaseback 
  transactions. . . . . . . . . . . . . .     47        -         - 
 Proceeds from sale of America West 
  stock and warrants. . . . . . . . . . .     32        -         - 
 Investment in America West . . . . . . .      -        -       (19)
  Net cash provided (used) by
   investing activities . . . . . . . . .   (204)      75      (121)

                                              (continued on next page)
</TABLE>


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (In millions of dollars)


<CAPTION>
                                            Year Ended December 31,  
                                           1996      1995      1994  
<S>                                      <C>         <C>      <C>
Cash Flows From Financing Activities:
 Net proceeds from issuance of 
  long-term debt. . . . . . . . . . . . . $  797     $  9     $  33 
 Payments on long-term debt and
  capital lease obligations . . . . . . .   (975)    (318)     (280)
 Net proceeds from issuance of 
  common stock. . . . . . . . . . . . . .     18       13         - 
 Net proceeds from issuance of 
  preferred securities of trust . . . . .      -      242         - 
 Dividends paid on preferred securities
  of trust. . . . . . . . . . . . . . . .    (22)       -         - 
 Dividend paid to minority interest
  holder in connection with secured
  term loan financing . . . . . . . . . .    (13)       -         - 
 Purchase of warrants . . . . . . . . . .    (50)     (14)        - 
  Net cash used by financing activities .   (245)     (68)     (247)

Net Increase (Decrease) in Cash
 and Cash Equivalents . . . . . . . . . .    382      326      (342)

Cash and Cash Equivalents 
 Beginning of Period (A). . . . . . . . .    603      277       619 

Cash and Cash Equivalents 
 End of Period (A). . . . . . . . . . . . $  985     $603     $ 277 

Supplemental Cash Flows Information:
 Interest paid. . . . . . . . . . . . . . $  161     $179     $ 202 
 Income taxes paid, net . . . . . . . . . $    4     $ 11     $   - 

Financing and Investing Activities
 Not Affecting Cash:

  Reclassification of accrued rent,
   capital leases and interest to
   long-term debt . . . . . . . . . . . . $   11     $ 65     $  28 

  Capital lease obligations incurred. . . $   32     $ 10     $  14 

  Property and equipment acquired 
   through the issuance of debt . . . . . $  119     $ 92     $  10 

  Investment in AMADEUS acquired in con-
   nection with System One transactions . $    -     $120     $   - 


                                              (continued on next page)
</TABLE>


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (In millions of dollars)


<CAPTION>
                                            Year Ended December 31,  
                                           1996      1995      1994  
<S>                                       <C>        <C>      <C>
  Reduction of debt in connection with
   System One transactions. . . . . . . . $    -     $ 42     $   - 

  Issuance of debt in connection with
   purchase of Air Canada warrants. . . . $    -     $ 42     $   - 

  Issuance of convertible secured
   debentures in connection with the
   aircraft settlements . . . . . . . . . $    -     $158     $   - 

  Exchange of preferred stock for
   long-term debt . . . . . . . . . . . . $    -     $ 21     $   - 

  Financed purchase deposits for flight
   equipment. . . . . . . . . . . . . . . $   19     $  5     $   - 

  Return of financed purchase deposits. . $    -     $ 10     $   - 

  Reclassification of accrued management
   fees to long-term debt . . . . . . . . $    -     $ 21     $   - 

  Reduction of capital lease obligations
   in connection with the exchange of
   ATR aircraft . . . . . . . . . . . . . $   19     $  -     $   - 


(A) Excludes restricted cash of $76 million, $144 million, $119 million
    and $102 million at December 31, 1996, 1995, 1994 and 1993,
    respectively.


</TABLE>














The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.


<TABLE>
                                CONTINENTAL AIRLINES, INC.
                      CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED
                           STOCK AND COMMON STOCKHOLDERS' EQUITY
                                 (In millions of dollars)            

<CAPTION>
                                          Redeemable   Additional
                                          Preferred     Paid-In     Accumulated
                                            Stock       Capital       Deficit       Other  
<S>                                       <C>          <C>          <C>             <C>
Balance, December 31, 1993 . . . . . . . .   $ 47       $  764       $   (39)        $ (6)

Net Loss . . . . . . . . . . . . . . . . .      -            -          (613)           - 
Restricted Stock Grant to Employees. . . .      -           20             -          (20)
Amortization of Restricted Stock Grants. .      -            -             -            6 
Accumulated Unpaid Dividends:
 8% Cumulative Redeemable Preferred 
  Stock. . . . . . . . . . . . . . . . . .      2           (2)            -            - 
 12% Cumulative Redeemable Preferred 
  Stock. . . . . . . . . . . . . . . . . .      4           (4)            -            - 
Additional Minimum Pension Liability . . .      -            -             -           (1)
Unrealized Loss on Marketable Equity 
 Securities. . . . . . . . . . . . . . . .      -            -             -           (2)
Balance, December 31, 1994 . . . . . . . .     53          778          (652)         (23)

Net Income . . . . . . . . . . . . . . . .      -            -           224            - 
Purchase of Warrants . . . . . . . . . . .      -          (51)            -            - 
Accumulated Dividends:
 8% Cumulative Redeemable Preferred 
  Stock. . . . . . . . . . . . . . . . . .      2           (2)            -            - 
 12% Cumulative Redeemable Preferred 
  Stock. . . . . . . . . . . . . . . . . .      2           (2)            -            - 
 Series A 12% Cumulative Preferred Stock .      2           (2)            -            - 
Issuance of Note in Exchange for 
 Series A 8% Cumulative Preferred Stock. .    (18)          (3)            -            - 
Additional Minimum Pension Liability . . .      -            -             -           (1)
Unrealized Gain on Marketable Equity 
 Securities. . . . . . . . . . . . . . . .      -            -             -           20 
Other. . . . . . . . . . . . . . . . . . .      -           15             -            4 
Balance, December 31, 1995 . . . . . . . .     41          733          (428)           - 

                                                                  (continued on next page)
</TABLE>


<TABLE>
                                CONTINENTAL AIRLINES, INC.
                      CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED
                           STOCK AND COMMON STOCKHOLDERS' EQUITY
                                 (In millions of dollars)            

<CAPTION>
                                          Redeemable   Additional
                                          Preferred     Paid-In     Accumulated
                                            Stock       Capital       Deficit       Other  
<S>                                       <C>          <C>          <C>             <C>
Net Income . . . . . . . . . . . . . . . .  $   -       $    -       $   319         $  - 
Purchase of Warrants . . . . . . . . . . .      -          (50)            -            - 
Accumulated Dividends:
 Series A 12% Cumulative Preferred Stock .      5           (5)            -            - 
Additional Minimum Pension Liability . . .      -            -             -            6 
Unrealized Gain on Marketable Equity
 Securities, net . . . . . . . . . . . . .      -            -             -            4 
Sale of America West Stock and Warrants. .      -            -             -          (18)
Other. . . . . . . . . . . . . . . . . . .      -           15             -            5 
Balance, December 31, 1996 . . . . . . . .  $  46      $   693      $   (109)        $ (3)
</TABLE>


<TABLE>
                                CONTINENTAL AIRLINES, INC.
                      CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED
                           STOCK AND COMMON STOCKHOLDERS' EQUITY
                                     NUMBER OF SHARES                


<CAPTION>
                                          Redeemable   Class A       Class B     
                                          Preferred    Common        Common      Treasury
                                            Stock       Stock         Stock        Stock  
<S>                                       <C>         <C>          <C>           <C>
Balance, December 31, 1993 . . . . . . .   471,000    12,026,432   39,018,704           - 

Conversion of Class B to Class A
 Common Stock by Air Canada. . . . . . .         -       575,680     (575,680)          - 
Restricted Stock Grant to Employees. . .         -             -    2,364,000           - 
Forfeiture of Restricted Class B
 Common Stock. . . . . . . . . . . . . .         -             -      (60,000)     60,000 
Balance, December 31, 1994 . . . . . . .   471,000    12,602,112   40,747,024      60,000 

Cancellation of 8% and 12% Cumulative
 Redeemable Preferred Stock. . . . . . .  (471,000)            -            -           - 
Issuance of Series A 8% and 12%
 Cumulative Preferred Stock. . . . . . .   589,142             -            -           - 
Issuance of Note in Exchange for
 Series A 8% Cumulative Preferred 
 Stock . . . . . . . . . . . . . . . . .  (202,784)            -            -           - 
Forfeiture of Restricted Class B
 Common Stock. . . . . . . . . . . . . .         -             -      (55,000)     55,000 
Reissuance of Treasury Stock . . . . . .         -             -      115,000    (115,000)
Issuance of Preferred Stock. . . . . . .    11,590             -            -           - 
Issuance of Common Stock under
 Company Stock Plans . . . . . . . . . .         -             -      863,978           - 
Other. . . . . . . . . . . . . . . . . .         -             -    1,185,546           - 
Balance, December 31, 1995 . . . . . . .   397,948    12,602,112   42,856,548           - 
</TABLE>


<TABLE>
                                CONTINENTAL AIRLINES, INC.
                      CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED
                           STOCK AND COMMON STOCKHOLDERS' EQUITY
                                     NUMBER OF SHARES                


<CAPTION>
                                          Redeemable    Class A      Class B     
                                          Preferred     Common       Common      Treasury
                                            Stock        Stock        Stock        Stock  
<S>                                       <C>         <C>           <C>          <C>
Conversion of Class A to Class B
 Common Stock by Air Canada. . . . . . .         -    (3,322,112)   3,322,112           - 
Forfeiture of Restricted Class B
 Common Stock. . . . . . . . . . . . . .         -             -      (60,000)     60,000 
Purchase of Common Stock . . . . . . . .         -             -     (133,826)    133,826 
Reissuance of Treasury Stock . . . . . .         -             -      193,826    (193,826)
Issuance of Preferred Stock. . . . . . .    49,134             -            -           - 
Issuance of Common Stock under
 Company Stock Plans . . . . . . . . . .         -             -    1,764,683           - 
Balance, December 31, 1996 . . . . . . .   447,082     9,280,000   47,943,343          -  

</TABLE>

                   CONTINENTAL AIRLINES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Continental Airlines, Inc. (the "Company" or "Continental") is a
major United States air carrier engaged in the business of
transporting passengers, cargo and mail.  Continental is the fifth
largest United States airline (as measured by 1996 revenue
passenger miles) and, together with its wholly owned subsidiary,
Continental Express, Inc. ("Express"), and its 91%-owned
subsidiary, Continental Micronesia, Inc. ("CMI"), each a Delaware
corporation, serves 188 airports worldwide.  Internationally,
Continental flies to 58 destinations and offers additional
connecting service through alliances with foreign carriers. 
Continental is one of the leading airlines providing service to
Mexico and Central America, serving more destinations there than
any other United States airline.  In addition, Continental flies to
four cities in South America.  Through its Guam hub, CMI provides
extensive service in the western Pacific, including service to more
Japanese cities than any other United States carrier.

As used in these Notes to Consolidated Financial Statements, the
terms "Continental" and "Company" refer to Continental Airlines,
Inc. and, unless the context indicates otherwise, its subsidiaries.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Principles of Consolidation -

     The consolidated financial statements of the Company include
     the accounts of Continental and its operating subsidiaries,
     Express,  CMI, and prior to April 27, 1995, System One
     Information Management, Inc. ("System One").  See Note 11. 
     All significant intercompany transactions have been eliminated
     in consolidation.

     The minority interest holder of CMI has rights to acquire the
     minimum number of additional shares of CMI necessary to cause
     Continental's equity interest to decline below 80.0% if
     certain events relating to the defined benefit plans of
     Continental occur.

(b)  Use of Estimates -

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the amounts
     reported in the financial statements and accompanying notes. 
     Actual results could differ from those estimates.

(c)  Cash and Cash Equivalents -

     Cash and cash equivalents consist of cash and short-term,
     highly liquid investments which are readily convertible into
     cash and have a maturity of three months or less when
     purchased.  Approximately $76 million and $144 million of cash
     and cash equivalents at December 31, 1996 and 1995,
     respectively, were held in restricted arrangements relating
     primarily to payments for workers' compensation claims and in
     accordance with the terms of certain other agreements.

(d)  Spare Parts and Supplies -

     Flight equipment expendable parts and supplies are valued at
     average cost.  An allowance for obsolescence for flight
     equipment expendable parts and supplies is accrued to allocate
     the costs of these assets, less an estimated residual value,
     over the estimated useful lives of the related aircraft and
     engines.

(e)  Property and Equipment -

     Property and equipment were recorded at fair market values as
     of April 27, 1993; subsequent purchases were recorded at cost
     and are depreciated to estimated residual values (10% of cost)
     over their estimated useful lives using the straight-line
     method.  Estimated useful lives for such assets are 25 years
     from the date of manufacture for all owned jet and commuter
     aircraft; up to 25 years, depending on the lease period, for
     aircraft acquired under long-term capital leases; and two to
     25 years for other property and equipment, including airport
     facility improvements.

(f)  Intangible Assets -

     Routes, Gates and Slots

     Routes are amortized on a straight-line basis over 40 years,
     gates over the stated term of the related lease and slots over
     20 years.  Routes, gates and slots are comprised of the
     following (in millions):


<TABLE>
<CAPTION>
                           Balance at     Accumulated Amortization
                       December 31, 1996    at December 31, 1996  
      <S>              <C>                <C>
                       
     Routes. . . .          $  915               $ 92
     Gates . . . .             423                 89
     Slots . . . .             135                 31
                            $1,473               $212
</TABLE>

     Reorganization Value In Excess of Amounts Allocable to
     Identifiable Assets

     Reorganization value in excess of amounts allocable to
     identifiable assets, arising from its emergence from
     bankruptcy reorganization in 1993, is amortized on a straight-
     line basis over 20 years.  The carrying value of this
     intangible asset is reviewed if the facts and circumstances
     suggest it may be impaired.  If this review indicates that
     this intangible asset will not be recoverable, as determined
     based on the undiscounted cash flows over the remaining
     amortization periods, the carrying value is reduced by the
     estimated shortfall of cash flows.

(g)  Air Traffic Liability -

     Passenger revenue is recognized when transportation is
     provided rather than when a ticket is sold.  The amount of
     passenger ticket sales not yet recognized as revenue is
     reflected in the accompanying Consolidated Balance Sheets as
     air traffic liability.  The Company performs periodic
     evaluations of this estimated liability, and any adjustments
     resulting therefrom, which can be significant, are included in
     results of operations for the periods in which the evaluations
     are completed.

     Continental sponsors a frequent flyer program ("OnePass") and
     records an estimated liability for the incremental cost
     associated with providing the related free transportation at
     the time a free travel award is earned.  The liability is
     adjusted periodically based on awards earned, awards redeemed
     and changes in the OnePass program.

     The Company also sells mileage credits to participating
     partners in the OnePass program, such as hotels, car rental
     agencies and credit card companies.  The resulting revenue,
     net of the estimated incremental cost of the credits sold, is
     recorded as other operating revenue in the accompanying
     Consolidated Statements of Operations during the period in
     which the credits are sold.

(h)  Passenger Traffic Commissions -

     Passenger traffic commissions are recognized as expense when
     the transportation is provided and the related revenue is
     recognized.  The amount of passenger traffic commissions not
     yet recognized as expense is included in Prepayments and other
     assets in the accompanying Consolidated Balance Sheets.

(i)  Deferred Income Taxes -

     Deferred income taxes are provided under the liability method
     and reflect the net tax effects of temporary differences
     between the tax basis of assets and liabilities and their
     reported amounts in the financial statements.

(j)  Maintenance and Repair Costs -

     Maintenance and repair costs for owned and leased flight
     equipment, including the overhaul of aircraft components, are
     charged to operating expense as incurred.

(k)  Advertising Costs -

     The Company expenses the costs of advertising as incurred. 
     Advertising expense was $76 million, $94 million and $133
     million for the years ended December 31, 1996, 1995 and 1994,
     respectively.

(l)  Stock Split -

     On June 26, 1996, the Board of Directors of the Company (the
     "Board") declared a two-for-one stock split (the "Stock
     Split") pursuant to which (a) one share of the Company's Class
     A common stock, par value $.01 per share ("Class A common
     stock"), was issued for each share of Class A common stock
     outstanding on July 2, 1996 (the "Record Date") and (b) one
     share of the Company's Class B common stock, par value $.01
     per share ("Class B common stock"), was issued for each share
     of Class B common stock outstanding on the Record Date. 
     Shares issuable pursuant to the Stock Split were distributed
     on or about July 16, 1996.  All references in these
     consolidated financial statements and notes thereto as to the
     number of shares of common stock or warrants, options, per
     share amounts, exercise prices, and market prices relating to
     the Company's common stock, have been retroactively restated
     to reflect the Stock Split.

(m)  Earnings (Loss) per Share -

     The earnings (loss) per common share computations are based
     upon earnings (loss) applicable to common shares and the
     average number of shares of common stock, common stock
     equivalents and potentially dilutive securities outstanding. 
     The number of shares used in the primary and fully diluted
     earnings per share computations (before and after the
     extraordinary loss) for the year ended December 31, 1996 was
     64,599,550 and 81,943,112, respectively.  The number of shares
     used in the primary and fully diluted earnings per share
     computations for the year ended December 31, 1995 was
     64,086,854 and 71,138,298, respectively.  The number of shares
     used in both the primary and fully diluted loss per share
     computations for the year ended December 31, 1994 was
     52,113,794.  Preferred stock dividend requirements, including
     additional dividends on unpaid dividends, accretion to
     redemption value and the accelerated accretion on the redeemed
     Series A 8% Cumulative Preferred Stock ("Series A 8%
     Preferred") caused by the exchange thereof for debt of the
     Company on September 29, 1995 (see Note 6) decreased net
     income for these computations by $5 million and $9 million for
     the years ended December 31, 1996 and 1995, respectively, and
     increased net loss for this computation by $6 million for the
     year ended December 31, 1994.

(n)  Reclassifications -

     Certain reclassifications have been made in the prior years'
     financial statements to conform to the current year
     presentation.


NOTE 2 - LONG-TERM DEBT

Long-term debt as of December 31 is summarized as follows (in
millions):

<TABLE>
<CAPTION>
                                                1996      1995  
<S>                                           <C>       <C>
Secured
Floating rate notes, interest rates of
 Eurodollar plus 1.75% to 2.0% or Prime
 plus 0.75% to 1.0% payable through 2003 . .  $  320    $    -
Notes payable, interest rates of 6.0% to 
 12.09% (imputed interest rates of 7.86% 
 to 9.9%), payable through 2008. . . . . . .     241       286
Floating rate notes, interest rates of 
 Prime plus 0.5% to 0.75% and LIBOR plus 
 0.75% to 4.0% and Eurodollar plus 0.75%, 
 payable through 2006. . . . . . . . . . . .     187       178
Notes payable, interest rates of 5.84% to 
 14.00%, payable through 2019. . . . . . . .     155       193
Notes payable, interest rates of 7.13% to 
 7.15% payable through 1999 and floating 
 rates thereafter of LIBOR plus 2%, 
 payable through 2011. . . . . . . . . . . .      97        51
Notes payable, interest rates of 8.0% to 
 9.86%, payable through 2003 . . . . . . . .       -       546
Series A convertible debentures, interest 
 rate of 6.0%, payable through 2002. . . . .       -       124
Other. . . . . . . . . . . . . . . . . . . .       4         7

Unsecured
Senior notes payable, interest rate of 
 9.5%, payable through 2001. . . . . . . . .     250         -
Convertible subordinated notes, interest
 rate of 6.75%, payable through 2006 . . . .     230         -
Notes payable, interest rates of 8.38% to 
 12% (imputed interest rates 10.22% to 
 21.8%), payable through 2001. . . . . . . .      78       122
Other. . . . . . . . . . . . . . . . . . . .       7         8
                                               1,569     1,515
Less:  current maturities. . . . . . . . . .     201       163
Total. . . . . . . . . . . . . . . . . . . .  $1,368    $1,352
</TABLE>

As of December 31, 1996 and 1995, the Prime, LIBOR and Eurodollar
rates associated with Continental's indebtedness approximated 8.3%
and 8.5%, 5.6% and 5.6%, and 5.6% and 5.8%, respectively.

Substantially all of Continental's property and equipment is
subject to agreements securing indebtedness of Continental.

In July 1996, CMI consummated a $320 million secured term loan
financing with a group of banks and other financial institutions. 
The loan was made in two tranches - a $180 million five-year
amortizing term loan with a current floating interest rate of
either Eurodollar plus 1.75% or Prime plus 0.75% and a $140 million
seven-year amortization extended loan with a floating interest rate
of either Eurodollar plus 2.00% or Prime plus 1.00%.  See
discussion of the related interest rate cap agreement and interest
rate swap agreement in "Note 4 - Financial Instruments and Risk
Management".  The loan is secured by the stock of CMI and
substantially all of its unencumbered assets, consisting primarily
of CMI's route authorities, and is guaranteed by Continental and
Air Micronesia, Inc., CMI's parent company.  The bank financing
contains significant financial covenants relating to CMI, including
maintenance of a minimum fixed charge coverage ratio, a minimum
consolidated net worth and minimum liquidity, and covenants
restricting CMI's leverage, its incurrence of certain indebtedness
and its pledge of assets.  The financial covenants also limit the
ability of CMI to pay dividends to Continental.  As of December 31,
1996, CMI had a minimum cash balance requirement of $25 million,
net assets of $185 million and was restricted from paying cash
dividends in excess of $6 million.  

CMI used the net proceeds of the financing to prepay $160 million
in principal amount of indebtedness to General Electric Capital
Corporation, General Electric Company and certain affiliates (any
one or more such entities, "GE") and to pay transaction costs, and
Continental used the $136 million in proceeds received by it as a
dividend from CMI, together with approximately $28 million in cash
on hand, to prepay approximately $164 million in principal amount
of indebtedness to GE.  In connection with the prepayment,
Continental recorded a $6 million after-tax extraordinary loss
relating to early extinguishment of debt.

In March 1996, the Company issued $230 million of 6-3/4%
Convertible Subordinated Notes (the "Notes").  The Notes are
convertible into shares of Class B common stock prior to their
maturity date, April 15, 2006, at a conversion price of $30.20 per
share.  The Notes are redeemable at the option of the Company on or
after April 15, 1999, at specified redemption prices.

Maturities of long-term debt due over the next five years are as
follows (in millions):

Year ended December 31,
     1997. . . . . . . . . . . . . . . . . .    $201
     1998. . . . . . . . . . . . . . . . . .     143
     1999. . . . . . . . . . . . . . . . . .     147
     2000. . . . . . . . . . . . . . . . . .     134
     2001. . . . . . . . . . . . . . . . . .     367

NOTE 3 - LEASES

Continental leases certain aircraft and other assets under long-
term lease arrangements.  Other leased assets include real
property, airport and terminal facilities, sales offices,
maintenance facilities, training centers and general offices.  Most
leases also include renewal options and some aircraft leases
include purchase options.

At December 31, 1996, the scheduled future minimum lease payments
under capital leases and the scheduled future minimum lease rental
payments required under aircraft and engine operating leases that
have initial or remaining noncancellable lease terms in excess of
one year are as follows (in millions):


<TABLE>
<CAPTION>
                                             Capital   Operating
                                              Leases    Leases   
<S>                                          <C>       <C>
Year ended December 31,
     1997. . . . . . . . . . . . . . . . . .  $ 89      $  583
     1998. . . . . . . . . . . . . . . . . .    80         529
     1999. . . . . . . . . . . . . . . . . .    75         491
     2000. . . . . . . . . . . . . . . . . .    63         479
     2001. . . . . . . . . . . . . . . . . .    48         455
     Later years . . . . . . . . . . . . . .    58       2,472

Total minimum lease payments . . . . . . . .   413      $5,009
Less:  amount representing interest. . . . .    97
Present value of capital leases. . . . . . .   316
Less:  current maturities of capital 
 leases. . . . . . . . . . . . . . . . . . .    60
Long-term capital leases . . . . . . . . . .  $256
</TABLE>

Not included in the above operating lease table is $210 million in
annual minimum lease payments relating to non-aircraft leases,
principally airport and terminal facilities and related equipment.

The Company's total rental expense for all operating leases, net of
sublease rentals, was $719 million, $720 million and $675 million
in 1996, 1995 and 1994, respectively.

NOTE 4 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

As part of the Company's risk management program, Continental uses
a variety of financial instruments, including petroleum call
options, foreign currency average rate options, and interest rate
swap and interest rate cap agreements.  The Company does not hold
or issue derivative financial instruments for trading purposes.

Notional Amounts and Credit Exposure of Derivatives

The notional amounts of derivative financial instruments summarized
below do not represent amounts exchanged between parties and,
therefore, are not a measure of the Company's exposure resulting
from its use of derivatives.  The amounts exchanged are calculated
based upon the notional amounts and other terms of the instruments,
which relate to interest rates, exchange rates and other indices.

The Company is exposed to credit losses in the event of non-
performance by counterparties to these financial instruments, but
it does not expect any of the counterparties to fail to meet its
obligations.  To manage credit risks, the Company selects
counterparties based on credit ratings, limits its exposure to a
single counterparty under defined guidelines, and monitors the
market position with each counterparty.

Fuel Price Risk Management

The Company has entered into petroleum call option contracts to
provide some short-term protection against a sharp increase in jet
fuel prices.  The petroleum call option contracts generally cover
the Company's forecasted jet fuel needs for three to six months. 
Gains, if any, on these option contracts are recognized as a
component of fuel expense when the underlying fuel being hedged is
used.  At December 31, 1996, the Company had petroleum call option
contracts outstanding with an aggregate notional amount of $185
million.  The fair value of the Company's call option contracts at
December 31, 1996, representing the amount the Company would
receive if the option contracts were closed, was immaterial. 
During the year ended December 31, 1996, the Company recognized
gains of approximately $65 million under this risk reduction
strategy.

Foreign Currency Exchange Risk Management

CMI purchases foreign currency average rate option contracts that
effectively enable it to sell Japanese yen expected to be received
from yen-denominated ticket sales over the next six to nine months
at specified dollar amounts.  The option contracts have only
nominal intrinsic value at the time of purchase.  These contracts
are designated and effective as hedges of probable monthly yen-
denominated sales transactions, which otherwise would expose the
Company to foreign currency risk.  Gains, if any, on these average
rate option contracts are deferred and recognized as a component of
passenger revenue when the related sale is recognized.  At December
31, 1996, CMI had average rate option contracts outstanding with a
notional value of $118 million and the fair value, representing the
amount CMI would receive to terminate the agreements, was
immaterial.

Interest Rate Risk Management

The Company entered into an interest rate swap agreement and an
interest rate cap agreement to reduce the impact of potential
increases in interest rates on the CMI bank financing.  The
interest rate swap agreement effectively converted the floating
rate on bank financing to a fixed rate of 5.875%.  The notional
value on the interest rate swap agreement is $320 million and was
effective from August 30, 1996 through January 30, 1997.  The
interest rate cap agreement has a notional value of $153 million
and is effective from January 31, 1997 through July 31, 2001.  The
interest rate cap limits the amount of potential increase in the
Eurodollar or Prime rate component of the floating rate to a
maximum of 9% over the term of the contract.  The fair values are
immaterial.

The differential to be paid or received as interest rates change is
accrued and recognized as an adjustment of interest expense related
to the obligation.  The related amount payable to or receivable
from counterparties is included in current liabilities or assets. 
Payments to be received as a result of the cap agreement are
accrued as a reduction in interest expense.

Fair Value of Other Financial Instruments

(a)  Cash equivalents -

     Cash equivalents consist primarily of commercial paper with
     original maturities of three months or less and approximate
     fair value due to the short maturity of three months or less.

(b)  Investment in Equity Securities -

     Continental's investment in America West Airlines, Inc.
     ("America West") is classified as available-for-sale and
     carried at an aggregate market value of $8 million and
     $37 million at December 31, 1996 and 1995, respectively. 
     Included in stockholders' equity at December 31, 1996 and 1995
     is a net unrealized gain of $4 million and $18 million,
     respectively. 

     Since a readily determinable market value does not exist for
     the Company's investment in AMADEUS (see Note 11), the
     investment is carried at cost in the accompanying consolidated
     balance sheet.  

(c)  Debt -

     The fair value of the Company's debt with a carrying value of
     $1.36 billion and $1.35 billion as of December 31, 1996 and
     1995, respectively, estimated based on the discounted amount
     of future cash flows using the current incremental rate of
     borrowing for a similar liability or quoted market prices,
     approximates $1.37 billion and $1.38 billion, respectively. 
     The fair value of the remaining debt (with a carrying value of
     $209 million and $171 million, respectively, and primarily
     relating to aircraft modification notes and various loans with
     immaterial balances) was not practicable to estimate due to
     the large number and small dollar amounts of these notes.

(d)  Preferred Securities -

     As of December 31, 1996, the fair value of Continental's 8-
     1/2% Convertible Trust Originated Preferred Securities
     ("TOPrS") (with a carrying value of $242 million), estimated
     based on quoted market prices, approximates $321 million.  The
     fair value approximated the carrying value as of December 31,
     1995.  See Note 5.

NOTE 5 - PREFERRED SECURITIES OF TRUST

In 1995, Continental Airlines Finance Trust, a Delaware statutory
business trust (the "Trust") with respect to which the Company owns
all of the common trust securities, completed a private placement
of 4,997,000 8-1/2% Convertible Trust Originated Preferred
Securities.  The TOPrS have a liquidation value of $50 per
preferred security and are convertible at any time at the option of
the holder into shares of Class B common stock at a conversion rate
of 2.068 shares of Class B common stock for each preferred security
(equivalent to $24.18 per share of Class B common stock), subject
to adjustment in certain circumstances.  Distributions on the
preferred securities are payable by the Trust at the annual rate of
8-1/2% of the liquidation value of $50 per preferred security and
are included in Distributions on Preferred Securities of Trust in
the accompanying Consolidated Statements of Operations.  The
proceeds of the private placement, which totaled $242 million (net
of $8 million of underwriting commissions and expense) are included
in Continental-Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trust Holding Solely Convertible
Subordinated Debentures in the accompanying Consolidated Balance
Sheets.

The sole assets of the trust are 8-1/2% Convertible Subordinated
Deferrable Interest Debentures ("Convertible Subordinated
Debentures") with an aggregate principal amount of $250 million
issued by the Company and which mature on December 1, 2020.  The
Convertible Subordinated Debentures are redeemable by Continental,
in whole or in part, on or after December 1, 1998 at designated
redemption prices.  If Continental redeems the Convertible
Subordinated Debentures, the Trust must redeem the TOPrS on a pro
rata basis having an aggregate liquidation value equal to the
aggregate principal amount of the Convertible Subordinated
Debentures redeemed.  Otherwise, the TOPrS will be redeemed upon
maturity of the Convertible Subordinated Debentures, unless
previously converted.  

Taking into consideration the Company's obligations under (i) the
Preferred Securities Guarantee relating to the TOPrS, (ii) the
Indenture relating to the Convertible Subordinated Debentures to
pay all debts and obligations and all costs and expenses of the
Trust (other than U.S. withholding taxes) and (iii) the Indenture,
the Declaration relating to the TOPrS and the Convertible
Subordinated Debentures, Continental has fully and unconditionally
guaranteed payment of (i) the distributions on the TOPrS, (ii) the
amount payable upon redemption of the TOPrS, and (iii) the
liquidation amount of the TOPrS.

The Convertible Subordinated Debentures and related income
statement effects are eliminated in the Company's consolidated
financial statements.

NOTE 6 - REDEEMABLE PREFERRED AND COMMON STOCK

In June 1996, the Board and the stockholders of the Company
approved an amendment to Continental's Restated Certificate of
Incorporation ("Certificate of Incorporation") to increase the
total number of shares of capital stock authorized for issuance to
310 million, comprised of 10 million shares of preferred stock,
50 million shares each of Class A common stock and Class D common
stock, par value $.01 per share and 200 million shares of Class B
common stock and to eliminate the Class C common stock, par value
$.01 per share, of which no shares were outstanding.

Redeemable Preferred Stock

Redeemable preferred stock consists of 1,000,000 authorized shares
of Series A 12% Cumulative Preferred Stock ("Series A 12%
Preferred") with 447,082 and 397,948 shares issued and outstanding
at December 31, 1996 and 1995, respectively.

Effective June 30, 1995 and in exchange for the 300,000 shares of
12% Cumulative Redeemable Preferred Stock outstanding as of
June 30, 1995 and all of the accrued and unpaid dividends
accumulated thereon as of such date, the Company issued
386,358 shares of its new Series A 12% Preferred to an affiliate of
Air Canada, a Canadian corporation ("Air Canada").  Holders of
Series A 12% Preferred are entitled to receive, when and if
declared by the Board, cumulative dividends payable quarterly in
additional shares of such preferred stock for dividends
accumulating through December 31, 1996, and thereafter in cash at
an annual rate of $12 per share.  To the extent net income, as
defined, for any calendar quarter is less than the amount of
dividends due on all outstanding shares of Series A 12% Preferred
for such quarter, the Board may declare dividends payable in
additional shares of Series A 12% Preferred in lieu of cash.  At
any time, the Company may redeem, in whole or in part, on a pro
rata basis among the stockholders, any outstanding shares of Series
A 12% Preferred, and all outstanding shares are mandatorily
redeemable on April 27, 2003 out of legally available funds.  The
redemption price is $100 per share plus accrued unpaid dividends. 
The Series A 12% Preferred is not convertible into shares of common
stock and has no voting rights, except under limited circumstances. 
The Board declared and issued 49,134 and 11,590 additional shares
of Series A 12% Preferred in lieu of cash dividends in 1996 and
1995, respectively.

Effective June 30, 1995 and in exchange for the 171,000 shares of
8% Cumulative Redeemable Preferred Stock outstanding as of June 30,
1995 and all of the accrued and unpaid dividends accumulated
thereon as of such date, the Company issued 202,784 shares of its
new Series A 8% Preferred.  On September 29, 1995, Continental
issued a secured promissory note with a principal amount of
$21 million to GE in exchange for its 202,784 shares of Series A 8%
Preferred, together with accumulated dividends thereon
(representing all of the outstanding Series A 8% Preferred).  As a
result of this transaction, the Company recorded a $3 million
charge against additional paid-in capital related to the
unamortized accretion of the difference between the Series A 8%
Preferred redemption value and its fair market value at the date of
issuance.

Common Stock

Continental has two classes of common stock issued and outstanding,
Class A common stock and Class B common stock.  Holders of shares
of Class A common stock and Class B common stock are entitled to
receive dividends when and if declared by the Board.  Each share of
Class A common stock is entitled to 10 votes per share and each
share of Class B common stock is entitled to one vote per share.  

In January 1994, Air Canada converted 575,680 shares of Class B
common stock into an equal number shares of Class A common stock to
preserve its percentage of total voting power.  In July 1994,
2,014,000 shares of restricted Class B common stock were granted
and issued to substantially all employees at or below the manager
or equivalent level.  During 1996, 1995 and 1994, 20,000 shares,
306,000 shares and 364,000 shares, respectively, of restricted
Class B common stock were granted and issued to key officers.  See
Note 7.  In May 1996, Air Canada converted all of its 3,322,112
shares of Class A common stock into Class B common stock (pursuant
to certain rights granted to it under the Company's Certificate of
Incorporation) and sold, on the open market, 4,400,000 shares of
Class B common stock pursuant to an underwritten public offering
arranged by the Company.  In January 1997, Air Canada divested the
remainder of its initial investment in Continental common stock by
selling on the open market 5,600,000 shares of Class B common
stock.

Pursuant to certain provisions provided for in the Company's
Certificate of Incorporation, shares of the Company's Class A
common stock may be freely converted into an equal number of shares
of Class B common stock at any time after January 1, 1997.  

Warrants

As of December 31, 1996, the Company has outstanding 7,190,353
Class A Warrants and Class B Warrants (collectively, the
"Warrants"), all of which are held by Air Partners.  Each Warrant
entitles the holder to purchase one share of Class A common stock
or Class B common stock as follows:  (i) 2,298,134 Class A Warrants
and 2,500,821 Class B Warrants have an exercise price of $7.50 per
share, and (ii) 741,334 Class A Warrants and 1,650,064 Class B
Warrants have an exercise price of $15 per share.  The Warrants
expire on April 27, 1998.

On November 21, 1996, Air Partners exercised its right to sell to
the Company, and the Company subsequently purchased, for $50
million, Warrants to purchase 2,614,379 shares of Class B common
stock (representing a portion of the total Warrants held by Air
Partners) pursuant to an agreement entered into earlier in 1996
with the Company.

On September 29, 1995, Continental purchased 2,735,760 Class A
Warrants and 9,699,510 Class B Warrants held by Air Canada for an
aggregate purchase price of $56 million (including a waiver fee of
$5 million paid to a major creditor of the Company).

NOTE 7 - STOCK PLANS AND AWARDS

Continental has elected to follow Accounting Principles Board
Opinion No. 25 - "Accounting for Stock Issued to Employees" ("APB
25") in accounting for the Continental Airlines, Inc. 1994
Incentive Equity Plan, as amended (the "Incentive Plan"), and the
purchase rights under the Company's 1994 Employee Stock Purchase
Plan (the "Stock Purchase Plan") because the alternative fair value
accounting provided for under Statement of Financial Accounting
Standards No. 123 - "Accounting for Stock-Based Compensation"
("SFAS 123") requires use of option valuation models that were not
developed for use in valuing employee stock options or purchase
rights.  Under APB 25, since the exercise price of the Company's
employee stock options equals the market price of the underlying
stock on the date of grant, no compensation expense is recognized. 
Furthermore, under APB 25, since the Stock Purchase Plan is
considered a noncompensatory plan, no compensation expense is
recognized.

Stock Options

Under the Incentive Plan, key officers and employees of the Company
and its subsidiaries may receive stock options and/or restricted
stock.  The Incentive Plan also provides for each outside director
to receive on the day following the annual stockholders' meeting
options to purchase 5,000 shares of Class B common stock.  The
maximum number of shares of Class B common stock that may be issued
under the Incentive Plan will not in the aggregate exceed
9,000,000.  The total remaining shares available for grant under
the Incentive Plan at December 31, 1996 was 511,750.  In 1995, the
Incentive Plan was amended to provide for the exchange and
repricing of substantially all the outstanding stock options for
new options bearing a shorter exercise term and generally
exercisable at a price lower than that of the cancelled options,
subject to certain conditions.  The exercise price for the repriced
options equaled the market value per share on the date of grant
($8.00).  As a result of the repricing, stock options generally
vest over a period of three years with a term of five years.  

The table on the following page summarizes stock option
transactions pursuant to the Company's Incentive Plan for the years
ended December 31, 1996, 1995 and 1994 (share data in thousands):


<TABLE>

<CAPTION>
                           1996                     1995                     1994          
                             Weighted-                 Weighted-                Weighted-
                             Average                   Average                  Average
                 Options  Exercise Price   Options  Exercise Price  Options  Exercise Price
<S>              <C>      <C>              <C>      <C>             <C>      <C>
Outstanding at
 Beginning of 
 Year. . . . . .  4,769       $ 8.41       3,443       $10.19            -          -

Granted* . . . .  3,307       $25.07       4,322       $ 8.43        3,977        $10.26

Exercised  . . . (1,747)      $ 8.23        (361)      $ 9.25            -          -

Cancelled. . . .   (513)      $14.83      (2,635)      $10.58         (534)       $10.69

Outstanding at 
 End of Year . .  5,816       $17.37       4,769       $ 8.41        3,443        $10.19

Options 
 exercisable 
 at end of 
 year. . . . . .    659         -          1,079         -             247          -

*The option price for all stock options is equal to 100% of the fair market value at the date
 of grant.

As shown in the above table, options granted during 1995 include the grant of repriced
options; options cancelled during 1995 include the cancellation of the higher priced options.
</TABLE>

The following tables summarize the range of exercise prices and the
weighted average remaining contractual life of the options
outstanding and the range of exercise prices for the options
exercisable at December 31, 1996 (share data in thousands):


<TABLE>
<CAPTION>
                       Options Outstanding

                                     Weighted
                                     Average
                                    Remaining
   Range of           Outstanding  Contractual  Weighted Average
Exercise Prices       at 12/31/96     Life       Exercise Price 
<S>                   <C>          <C>          <C>
 $3.88- $7.06             464         6.95           $5.87
    $8.00               1,827         3.33           $8.00
 $8.19-$22.88             638         4.65          $16.34
$23.00-$31.00           2,887         4.34          $25.38

 $3.88-$31.00           5,816         4.26          $17.37


                       Options Exercisable

                               
   Range of                   Exercisable       Weighted Average
Exercise Prices               at 12/31/96        Exercise Price 

 $3.88- $7.06                      53                $5.80
    $8.00                         376                $8.00
 $8.19-$22.88                     189               $15.29
$23.00-$31.00                      41               $29.11

 $3.88-$31.00                     659               $11.22
</TABLE>

Restricted Stock

In addition, the Incentive Plan permits awards of restricted stock
to participants, subject to one or more restrictions, including a
restriction period, and a purchase price, if any, to be paid by the
participant.  In connection with the plan, 600,000 shares have been
authorized for issuance as restricted stock.  As of December 31,
1996, 35,000 shares were available to be issued at no cost to the
participant.  

Additionally, on March 4, 1994, the Board approved a one-time grant
of 2,014,000 shares of restricted stock to substantially all
employees at or below the manager level.  These shares were issued
at no cost to the employees and vest over a four-year period. 
Unvested shares of restricted stock are subject to certain transfer
restrictions and forfeiture under certain circumstances.  The
unvested portion of restricted stock, representing the fair market
value of the stock on the date of award, is being amortized to
wages, salaries and related costs over the vesting period.

Employee Stock Purchase Plan

Under the Stock Purchase Plan, which terminated on December 31,
1996, substantially all full and part-time employees of the Company
could purchase shares of Class B common stock at 85.0% of the lower
of the fair market value on the first or last business day of a
calendar quarter.  Subject to adjustment, a maximum of
8,000,000 shares of Class B common stock were authorized for
purchase under the Stock Purchase Plan.  During 1996 and 1995,
191,809 and 518,428 shares, respectively, of Class B common stock
were issued at prices ranging from $15.81 to $23.96 in 1996 and
$4.31 to $10.63 in 1995 in connection with the Stock Purchase Plan. 

Pro Forma SFAS 123 Results

Pro forma information regarding net income and earnings per share
is required by SFAS 123, and has been determined as if the Company
had accounted for its employee stock options and purchase rights
under the fair value method of SFAS 123.  The fair value for these
options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average
assumptions for 1996 and 1995, respectively:  risk-free interest
rates of 5.8% and 6.2%; dividend yields of 0%; volatility factors
of the expected market price of the Company's common stock of 39%;
and a weighted-average expected life of the option of 2.6 years and
2.3 years.  The weighted average fair value of the stock options
granted in 1996 and 1995 was $7.55 and $2.35, respectively.  The
fair value of the purchase rights under the Stock Purchase Plan was
also estimated using the Black-Scholes model with the following
weighted-average assumptions for 1996 and 1995, respectively:  risk
free interest rates of 5.2% and 5.8%; dividend yields of 0%;
expected volatility of 39%; and an expected life of 0.25 years. 
The weighted-average fair value of those purchase rights granted in
1996 and 1995 was $5.75 and $1.89, respectively.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferrable.  In addition, option
valuation models require the input of highly subjective assumptions
including the expected stock price volatility.  Because the
Company's employee stock options and purchase rights have
characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options and
purchase rights.

Pro forma net income and earnings per share assuming that the
Company had accounted for its employee stock options using the fair
value method and amortized such to expense over the options'
vesting period would not be materially different from those
reported.

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company has noncontributory defined benefit pension and defined
contribution (including 401(k) savings) plans.  Substantially all
domestic employees of the Company are covered by one or more of
these plans.  The benefits under the active defined benefit pension
plan are based on years of service and an employee's final average
compensation.  For the years ended December 31, 1996, 1995 and
1994, total pension expense for the defined benefit plans was $45
million, $40 million and $51 million, respectively.   Total expense
for the defined contribution plans was $7 million, $6 million and
$1 million, for each of 1996, 1995 and 1994, respectively.

Net periodic pension cost of the Company's defined benefit plans
for 1996, 1995 and 1994 included the following components (in
millions):

<TABLE>
<CAPTION>
                                    1996      1995      1994 
<S>                                 <C>      <C>        <C>
Service cost - benefits earned 
 during the year . . . . . . . .    $38       $30       $39 
Interest cost on projected 
 benefit obligations . . . . . .     45        40        39 
Loss (return) on plan assets . .    (63)      (79)       14 
Net amortization and deferral. .     25        49       (41)
Net periodic pension costs . . .    $45       $40       $51 
</TABLE>


The following table sets forth the defined benefit plans' funded
status amounts as of December 31, 1996 and 1995 (in millions):


<TABLE>
<CAPTION>
                            1996                    1995          
                   Accumulated   Assets    Accumulated   Assets
                    Benefits     Exceed     Benefits     Exceed
                     Exceed    Accumulated   Exceed    Accumulated
                     Assets     Benefits     Assets     Benefits  
<S>                <C>         <C>         <C>         <C>
Actuarial present 
 value of benefit
 obligations:
  Vested . . . . .   $308        $ 91        $359         $ 73 
  Non-vested . . .     96           3          20            1 
Accumulated 
 benefit 
 obligations . . .    404          94         379           74 
Effect of 
 projected future 
 salary increases.    107           -         149            - 
Projected benefit 
 obligation. . . .    511          94         528           74 
Plan assets at 
 fair value. . . .    393         115         303           89 
Projected benefit 
 obligation in
 excess of (less 
 than) plan 
 assets. . . . . .    118         (21)        225          (15)
Unrecognized prior
 service costs . .     (9)          -           -            - 
Unrecognized net 
 gain (loss).. . .     42           7         (41)          (3)
Additional mini- 
 mum liability . .      2           -           8            - 
Accrued (pre-
 paid) pension
 liability . . . .   $153        $(14)       $192         $(18)
</TABLE>

In accordance with Statement of Financial Accounting Standards
No. 87 - "Employers' Accounting for Pensions", an additional
minimum pension liability for certain plans, representing the
excess of accumulated benefits over plan assets and accrued pension
costs, was recognized at December 31, 1996 and 1995.  A
corresponding amount was recognized as a separate reduction to
stockholders' equity.

Plan assets consist primarily of equity securities (including
100,000 shares of Class B common stock), long-term debt securities
and short-term investments.  

The weighted average discount rate used in determining the
actuarial present value of the projected benefit obligation was
7.75%, 7.25% and 8.75% for 1996, 1995 and 1994, respectively.  The
expected long-term rate of return on assets (which is used to
calculate the Company's return on pension assets for the current
year) was 9.25% for each of 1996, 1995 and 1994.  The weighted
average rate of salary increases was 5.5% for 1996 and 6.3% for
1995 and 1994.  The unrecognized net gain (loss) is amortized on a
straight-line basis over the average remaining service period of
employees expected to receive a plan benefit.

Continental's policy is to fund the noncontributory defined benefit
pension plans in accordance with Internal Revenue Service ("IRS")
requirements as modified, to the extent applicable, by agreements
with the IRS.

The Company also has a profit sharing program under which an award
pool consisting of 15.0% of the Company's annual pre-tax earnings,
subject to certain adjustments, is distributed each year to
substantially all employees (other than those employees whose
collective bargaining agreement provides otherwise) on a pro rata
basis according to base salary.  The profit sharing expense
included in the accompanying Consolidated Statements of Operations
for the years ended December 31, 1996 and 1995 was $68 million and
$31 million, respectively.

NOTE 9 - INCOME TAXES

The reconciliations of income tax computed at the United States
federal statutory tax rates to income tax provision (benefit) for
the years ended December 31, 1996, 1995 and 1994 are as follows (in
millions): 

<TABLE>
<CAPTION>
                            Amount                Percent        
                      1996   1995   1994   1996    1995    1994  
<S>                   <C>    <C>   <C>     <C>    <C>      <C>
Income tax pro-
 vision (benefit) 
 at United States 
 statutory rates . .  $150   $109  $(228)  35.0 %  35.0 % (35.0)%
State income tax 
 provision
 (benefit) . . . . .     6      5     (2)   1.4     1.6    (0.3)
Reorganization value 
 in excess of 
 amounts allocable 
 to identifiable 
 assets. . . . . . .     5     20      6    1.2     6.5     0.9
Meals and 
 entertainment 
 disallowance. . . .     7      6      7    1.6     1.9     1.0
Net operating loss 
 not benefitted
 (benefitted). . . .   (88)   (67)   170  (20.5)  (21.6)   26.1 
Other. . . . . . . .     6      5      5    1.4     1.6     0.8
Income tax provision 
 (benefit), net. . .  $ 86   $ 78   $(42)  20.1 %  25.0 %  (6.5)%
</TABLE>

The significant component of the provision (benefit) for income
taxes for the year ended December 31, 1996, 1995 and 1994 was a
deferred tax provision (benefit) of $80 million, $71 million and
$(42) million, respectively.  The provision for income taxes for
the period ended December 31, 1996, 1995 and 1994 also reflects a
current tax provision in the amount of $6 million, $7 million and
$0, respectively, as the Company is in an alternative minimum tax
position.

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the related amounts used for
income tax purposes.  Significant components of the Company's
deferred tax liabilities and assets as of December 31, 1996 and
1995 are as follows (in millions):


<TABLE>
<CAPTION>
                                              1996       1995   
<S>                                          <C>        <C>
Spare parts and supplies, fixed assets 
 and intangibles . . . . . . . . . . . . .   $  635     $  674 
Deferred gain. . . . . . . . . . . . . . .       62         62 
Capital and safe harbor lease activity . .       34          - 
Other, net . . . . . . . . . . . . . . . .       34         26 

Gross deferred tax liabilities . . . . . .      765        762 

Capital and safe harbor lease activity . .        -        (10)
Accrued liabilities. . . . . . . . . . . .     (370)      (472)
Revaluation of leases. . . . . . . . . . .      (34)       (35)
Net operating loss carryforwards . . . . .     (804)      (859)
Investment tax credit carryforwards. . . .      (45)       (45)
Minimum tax credit carryforward. . . . . .      (10)        (7)

Gross deferred tax assets. . . . . . . . .   (1,263)    (1,428)

Deferred tax assets valuation allowance. .      694        782 

Net deferred tax liability . . . . . . . .      196        116 

Less:  current deferred tax liability. . .      121         70 

Non-current deferred tax liability . . . .   $   75     $   46 
</TABLE>

At December 31, 1996, the Company has estimated net operating loss
carryforwards ("NOLs") of $2.3 billion for federal income tax
purposes that will expire through 2009 and federal investment tax
credit carryforwards of $45 million that will expire through 2001. 
As a result of the change in ownership of the Company on April 27,
1993, the ultimate utilization of the Company's net operating
losses and investment tax credits could be limited.

For financial reporting purposes, a valuation allowance of
$694 million has been recognized to offset the deferred tax assets
related to a portion of the NOLs.  The Company has considered
prudent and feasible tax planning strategies in assessing the need
for the valuation allowance.  Realization of a substantial portion
of the Company's remaining NOLs will require the completion by
April 27, 1998 of transactions resulting in recognition of built-in
gains for federal income tax purposes.  The Company has consummated
several such transactions and currently intends to consummate one
or more additional transactions.  If the Company were to determine
in the future that such transactions will not be completed and if
future income is not sufficient to recognize the benefit of
previously completed transactions, an adjustment to the net
deferred tax liability of up to $85 million would be charged to
income in the period such determination was made.  In the event the
Company recognizes additional tax benefits related to NOLs and
investment tax credit carryforwards attributable to the Company's
predecessor, Continental Airlines Holdings, Inc., together with its
operating subsidiaries, those benefits would be applied to reduce
reorganization value in excess of amounts allocable to identifiable
assets and other intangibles to zero, and thereafter as an addition
to paid-in capital.

The deferred tax valuation allowance decreased from $782 million at
December 31, 1995 to $694 million at December 31, 1996.  This
decrease is related to the realization of deferred tax assets
associated with net operating losses that had not previously been
benefitted.

Approximately $532 million of the Company's net operating losses
can only be used to offset the separate parent company taxable
income of Continental Airlines, Inc.  Approximately $13 million of
the Company's investment tax credits can only be used to offset the
separate parent company tax liability of Continental Airlines, Inc.

NOTE 10 - FLEET DISPOSITION CHARGE

During the third quarter of 1996, the Company made the decision to
accelerate the replacement of 30 DC-9-30 aircraft, six DC-10-10
aircraft, 31 727-200 aircraft, 13 737-100 aircraft and 17 737-200
aircraft between August 1997 and December 1999.  As a result of its
decision to accelerate the replacement of these aircraft, the
Company recorded a fleet disposition charge of $128 million.  The
fleet disposition charge relates primarily to (i) the writedown of
Stage 2 aircraft inventory, which is not expected to be consumed
through operations, to its estimated fair value; and (ii) a
provision for costs associated with the return of leased aircraft
at the end of their respective lease terms.  The majority of the
aircraft are being accounted for as operating leases and therefore,
the Company will continue to recognize rent and amortization
expense on these aircraft through the respective dates they are
removed from service.  The Company classified the $128 million
fleet disposition charge as a component of continuing operations in
the accompanying Consolidated Statements of Operations in
accordance with Statement of Financial Accounting Standards No. 121
- - "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of" (which the Company adopted
effective January 1, 1996).  Prior to January 1, 1996, such charges
were classified as Nonoperating Expenses in accordance with
industry practice.  See Note 11.  Cash outlays of approximately $54
million will be incurred in connection with costs associated with
the return of the leased aircraft to the applicable lessors during
the period August 1997 to December 1999.  At December 31, 1996, the
Company had total remaining accruals for these fleet disposition
charges of approximately $54 million, which was included in
Accruals for aircraft retirements and excess facilities in the
accompanying Consolidated Balance Sheets.

NOTE 11 - NONOPERATING INCOME (EXPENSE) 

In February 1996, Continental sold approximately 1.4 million of the
1.8 million shares it owned in America West, realizing net proceeds
of $25 million and recognizing a gain of $13 million.  In May 1996,
the Company sold all of its 802,860 America West warrants,
realizing net proceeds of $7 million and recognizing a gain of $5
million.  The gains are included in Other, net in the accompanying
Consolidated Statements of Operations. 

Continental and its former System One subsidiary entered into a
series of transactions on April 27, 1995 whereby a substantial
portion of System One's assets (including the travel agent
subscriber base and travel-related information management products
and services software), as well as certain liabilities of System
One, were transferred to a newly formed limited liability company,
System One Information Management, L.L.C. ("LLC").  LLC is owned
equally by Continental CRS Interests, Inc. ("Continental CRS")
(formerly System One, which remains a wholly owned subsidiary of
Continental), Electronic Data Systems Corporation ("EDS") and
AMADEUS, a European computerized reservation system ("CRS"). 
Substantially all of System One's remaining assets (including the
CRS software) and liabilities were transferred to AMADEUS.  In
addition to the one-third interest in LLC, Continental CRS received
cash proceeds of $40 million and an equity interest in AMADEUS
valued at $120 million, and outstanding indebtedness of $42 million
of System One owed to EDS was extinguished.  In connection with
these transactions, the Company recorded a pretax gain of $108
million, which amount was included in Nonoperating Income (Expense)
in the accompanying Consolidated Statements of Operations for the
year ended December 31, 1995.  The related tax provision totaled
$78 million (which differs from the federal statutory rate due to
certain nondeductible expenses), for a net gain of $30 million. 
System One's revenue, included in Cargo, mail and other revenue,
and related net earnings were not material to the consolidated
financial statements of Continental.  

Also during the year ended December 31, 1995, the Company increased
the existing accrual for underutilized airport facilities
(discussed below) by $14 million, recorded a $5 million fee in
connection with the Air Canada warrant redemption and a gain of $12
million relating to a bankruptcy court approved settlement for the
return of certain aircraft purchase deposits.  Such amounts were
included in Other, net in the accompanying Consolidated Statements
of Operations.

During the fourth quarter of 1994, the Company recorded a provision
of $447 million associated with (i) the planned early retirement of
certain aircraft ($278 million) and (ii) closed or underutilized
airport and maintenance facilities and other assets ($169 million). 
This provision was included in Other, net in the accompanying
Consolidated Statements of Operations.  Approximately $123 million
of the provision represented a non-cash charge associated with a
write-down of certain assets (principally inventory and flight
equipment) to expected net realizable value.  The total provision
represented a net charge after taking into consideration $119
million of credits primarily related to the write-off of operating
lease deferred credits associated with the aircraft to be retired. 

The following represents the activity within these accruals during
the two years ended December 31, 1996 (in millions):


<TABLE>
<CAPTION>
                                              1996      1995 
<S>                                          <C>      <C>
Total accruals at beginning of year. . . . . $220      $443 
Net cash payments:
 Return conditions on grounded aircraft. . .  (41)      (35)
 Other aircraft related. . . . . . . . . . .  (11)      (24)
 Other . . . . . . . . . . . . . . . . . . .  (17)      (20)
Issuance of the Convertible Secured
 Debentures. . . . . . . . . . . . . . . . .    -      (158)
Increase in accrual for underutilized
 facilities. . . . . . . . . . . . . . . . .    -        14 
Total accruals at end of year. . . . . . . .  151       220 
Portion included in accrued other
 liabilities . . . . . . . . . . . . . . . .  (17)      (45)
Portion included in accrual for aircraft
 retirement and excess facilities. . . . . . $134      $175 
</TABLE>

The remaining accruals relate primarily to anticipated cash outlays
associated with (i) underutilized airport facilities (primarily
associated with Denver International Airport), (ii) the remaining
liability associated with the grounded aircraft, and (iii) the
closure of the Los Angeles maintenance facilities.  The Company has
assumed certain sublease rental income for these closed and under-
utilized facilities and grounded aircraft in determining the
accrual at December 31, 1996.  However, should actual sublease
rental income be different from the Company's estimates, the actual
charge could be different from the amount estimated.  The remaining
accrual represents cash outlays to be incurred over the remaining
lease terms (from one to 14 years).  The Company expects to finance
the cash outlays primarily with internally generated funds.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

As of December 31, 1996, Continental has firm commitments with The
Boeing Company ("Boeing") to take delivery of a total of 127 jet
aircraft during the years 1997 through 2003 with options for an
additional 90 aircraft (exercisable subject to certain conditions). 
These new aircraft will replace older, less efficient Stage 2
aircraft and allow for growth of operations.  The estimated
aggregate cost of the Company's firm commitments for the Boeing
aircraft is approximately $4.3 billion.  Continental has firm
commitments of approximately $1.4 billion of backstop financing for
its Boeing aircraft orders.  Continental currently plans on
financing the new Boeing aircraft with enhanced equipment trust
certificates or similar financing, subject to availability and
market conditions.  However, further financing will be needed to
satisfy Continental's capital commitment for other aircraft-related
expenditures such as spare parts, simulators (including Express's
new Embraer ("EMB") 145 aircraft described below) and related
items.  There can be no assurance that sufficient financing will be
available for all aircraft and other capital expenditures not
covered by firm financing commitments.  Continental has also
entered into agreements or letters of intent with several outside
parties to lease or purchase five DC-10-30 aircraft and one Boeing
747 aircraft which are expected to be delivered by mid 1997.

In September 1996, Express placed an order for 25 firm EMB-145 50-
seat regional jets, with options for an additional 175 aircraft. 
Neither Express nor Continental will have any obligation to take
aircraft that are not financed by a third party and leased to the
Company.  However, if the Company fails to confirm the first
tranche of 25 options by August 1997, the rent associated with the
25 firm aircraft will increase by an aggregate of $33.6 million
over the 16-year life of the leases.  Express took delivery of two
of the firm aircraft in late December 1996 and will take delivery
of the remaining 23 firm aircraft during the period from January 1,
1997 through the second quarter of 1998.  The Company expects to
account for all of these aircraft as operating leases.  

Continental expects its cash outlays for 1997 capital expenditures,
exclusive of fleet plan requirements, to aggregate $125 million
primarily relating to mainframe, software application and
automation infrastructure projects, aircraft modifications and
mandatory maintenance projects, passenger terminal facility
improvements and office, maintenance, telecommunications and ground
equipment.

Continental remains contingently liable until December 1, 2015, on
$202 million of long-term lease obligations of USAir, Inc.
("USAir") related to the East End Terminal at LaGuardia Airport in
New York.  In the event USAir defaulted on these obligations,
Continental could be required to cure the default, at which time it
would have the right to reoccupy the terminal.

CMI's collective bargaining agreement with its flight attendants
became amendable in September 1996 and negotiations are in progress
to amend this contract.  The Company's collective bargaining
agreements with its CMI agent-classification employees, CMI
mechanics and mechanic-related employees, its Continental airlines
jet pilots and its Express pilots become amendable in March 1997,
March 1997, July 1997 and October 1997, respectively.  Negotiations
are expected to begin in early 1997 to amend these contracts.  The
Company believes that mutually acceptable agreements can be reached
with such employees, although the ultimate outcome of the Company's
negotiations is unknown at this time.

Legal Proceedings

The Company and certain of its subsidiaries are defendants in
various lawsuits, including suits relating to certain environmental
claims, the Company's consolidated Plan of Reorganization under
Chapter 11 of the federal bankruptcy code which became effective on
April 27, 1993, and proceedings arising in the normal course of
business.  While the outcome of these lawsuits and proceedings
cannot be predicted with certainty and could have a material
adverse effect on the Company's financial position, results of
operations and cash flows, it is the opinion of management, after
consulting with counsel, that the ultimate disposition of such
suits will not have a material adverse effect on the Company's
financial position, results of operations or cash flows.

NOTE 13 - RELATED PARTY TRANSACTIONS

The following is a summary of significant related party
transactions which have occurred during 1996, 1995 and 1994 other
than those discussed elsewhere in the Notes to Consolidated
Financial Statements.

CMI and United Micronesia Development Association, Inc. ("UMDA"),
the 9% minority stockholder of CMI, have a services agreement
whereby UMDA is paid a fee of one percent of CMI's gross revenue,
as defined, through January 1, 2012.  For the years ended
December 31, 1996, 1995 and 1994, these fees totaled $6 million,
$6 million and $5 million, respectively.  As of December 31, 1996,
1995 and 1994, the Company had a payable of $7 million maturing in
2011 to UMDA.  Annual payments aggregating $1 million per year are
applied to reduce the 1.0% fee.

In connection with the Company's $320 million secured term loan
financing (see Note 2), CMI paid UMDA a dividend of approximately
$13 million in 1996.

In connection with Air Canada's investment in the Company, Air
Canada, Air Partners and the Company agreed to identify and pursue
opportunities to achieve cost savings, revenue enhancement or other
synergies from areas of joint operation between the Company and Air
Canada.  The Company and Air Canada have entered into a series of
synergies agreements, primarily in the areas of aircraft
maintenance and commercial and marketing alliances (including
agreements regarding coordination of connecting flights).  The
Company believes that the synergies agreements allocate potential
benefits to the Company and Air Canada in a manner that is
equitable and commercially reasonable, and contain terms at least
as favorable to the Company as could be obtained from unrelated
parties.  As a result of these agreements, Continental paid Air
Canada $16 million, $38 million and $29 million for the years ended
December 31, 1996, 1995 and 1994, respectively, and Air Canada paid
Continental $17 million, $16 million and $13 million in 1996, 1995
and 1994, respectively, primarily relating to aircraft maintenance.

The Company and America West, in which David Bonderman holds a
significant interest, entered into a series of agreements during
1994 related to code-sharing and ground handling that have created
substantial benefits for both airlines.  Mr. Bonderman is a
director of the Company and holds a significant interest in the
Company.  The services provided are considered normal to the daily
operations of both airlines.  As a result of these agreements,
Continental paid America West $15 million, $11 million and $1
million in 1996, 1995 and 1994, respectively, and America West paid
Continental $22 million, $14 million and $2 million in 1996, 1995
and 1994, respectively.

On July 27, 1995 and August 10, 1995, Air Partners purchased from
the Company an aggregate of 308,226 and 657,320 shares of Class B
common stock, respectively, at purchase prices of $7.93 per share
(with respect to a total of 710,660 shares) and $6.70 per share
(with respect to a total of 254,886 shares).  Of the total, 316,640
shares were purchased pursuant to the exercise of antidilution
rights granted to Air Partners under the Certificate of
Incorporation and the remaining 648,906 shares were purchased
pursuant to the exercise of antidilution rights granted to Air
Canada under the Certificate of Incorporation (which rights were
purchased by Air Partners immediately prior to their exercise on
August 10, 1995).

On November 21, 1996, Air Partners exercised its right to sell to
the Company, and the Company subsequently purchased, for $50
million, Warrants to purchase 2,614,379 shares of Class B common
stock (representing a portion of the total warrants held by Air
Partners) pursuant to an agreement entered into earlier in 1996
with the Company. 

In May 1996, Air Canada converted all of its 3,322,112 shares of
Class A common stock into Class B common stock (pursuant to certain
rights granted to it under the Company's Certificate of
Incorporation) and sold, on the open market, 4,400,000 shares of
the Company's common stock pursuant to the Secondary Offering.  In
January 1997, Air Canada divested the remainder of its initial
investment in Continental common stock by selling on the open
market 5,600,000 shares owned in the Company.

NOTE 14 - FOREIGN OPERATIONS

Continental conducts operations in various foreign countries. 
Operating revenue from foreign operations are as follows (in
millions):


<TABLE>
<CAPTION>
                               Year Ended December 31,  
                               1996      1995      1994 
<S>                           <C>       <C>       <C>
Pacific                       $  699    $  742    $  678
Atlantic                         494       390       400
Latin America                    372       311       310

                              $1,565    $1,443    $1,388
</TABLE>

NOTE 15 - QUARTERLY FINANCIAL DATA (UNAUDITED)


<TABLE>
Unaudited summarized financial data by quarter for 1996 and 1995 is as follows (in millions,
except per share data):

<CAPTION>
                                                          Three Months Ended              
                                              March 31  June 30  September 30  December 31
<S>                                           <C>       <C>      <C>           <C>
1996
 Operating revenue . . . . . . . . . . . . .  $1,489    $1,639     $1,671        $1,561 
 Operating income. . . . . . . . . . . . . .     120       229         77            99 
 Nonoperating income (expense), net. . . . .     (25)      (23)       (30)          (19)
 Net income. . . . . . . . . . . . . . . . .      88       167         17            47 

 Earnings per common and common equivalent
  share:
   Income before extraordinary loss (a). . .  $ 1.35    $ 2.53     $ 0.35        $ 0.71 
   Extraordinary loss, net of tax. . . . . .       -         -      (0.10)            - 
   Net income (a). . . . . . . . . . . . . .  $ 1.35    $ 2.53     $ 0.25        $ 0.71 

 Earnings per common share assuming full
  dilution:
   Income before extraordinary loss (a). . .  $ 1.18    $ 2.04     $ 0.34        $ 0.61 
   Extraordinary loss, net of tax. . . . . .       -         -      (0.09)            - 
   Net income (a). . . . . . . . . . . . . .  $ 1.18    $ 2.04     $ 0.25        $ 0.61 


1995
 Operating revenue . . . . . . . . . . . . .  $1,409    $1,478     $1,515        $1,423 
 Operating income. . . . . . . . . . . . . .      29       109        153            94 
 Nonoperating income (expense), net. . . . .     (57)       72        (40)          (50)
 Net income (loss) . . . . . . . . . . . . .     (30)      102        111            41 
 Earnings (loss) per common and common
  equivalent share (a) . . . . . . . . . . .  $(0.60)   $ 1.51     $ 1.54        $ 0.63 
 Earnings (loss) per common share assuming
  full dilution (a). . . . . . . . . . . . .  $(0.60)   $ 1.49     $ 1.34        $ 0.55 

(a)  The sum of the four quarterly earnings (loss) per share amounts does not agree with the
     earnings (loss) per share as calculated for the full year due to the fact that the full
     year calculation uses a weighted average number of shares based on the sum of the four
     quarterly weighted average shares divided by four quarters.
</TABLE>

During the first quarter of 1996, the Company recorded a pretax
gain of $12.5 million related to the sale of approximately 1.4
million shares of America West common stock.

During the second quarter of 1996, the Company recorded a $5
million gain related to the sale of the America West warrants.

During the third quarter of 1996, the Company recorded a fleet
disposition charge of $128 million ($77 million after-tax) related
to the Company's decision to accelerate the replacement of certain
aircraft.  In addition, in connection with the prepayment of
certain indebtedness, Continental recorded a $6 million after tax
extraordinary loss relating to early extinguishment of debt.

During the second quarter of 1995, the Company recorded a pretax
gain of $108 million ($30 million after-tax) in connection with a
series of transactions with System One.  See Note 11.




I
TEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE.

There were no changes in or disagreements on any matters of
accounting principles or financial statement disclosure between the
Company and its independent public accountants during the
registrant's two most recent fiscal years or any subsequent interim
period.


                            PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Incorporated herein by reference from the Company's definitive
proxy statement for the annual meeting of stockholders to be held
on May 16, 1997.


ITEM 11. EXECUTIVE COMPENSATION.

Incorporated herein by reference from the Company's definitive
proxy statement for the annual meeting of stockholders to be held
on May 16, 1997.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT.

Incorporated herein by reference from the Company's definitive
proxy statement for the annual meeting of stockholders to be held
on May 16, 1997.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Incorporated herein by reference from the Company's definitive
proxy statement for the annual meeting of stockholders to be held
on May 16, 1997.


                             PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
         FORM 8-K.

(a)  The following financial statements are included in Item 8.
     "Financial Statements and Supplementary Data":

     Report of Independent Auditors
     Consolidated Statements of Operations for each of the Three
       Years in the Period Ended December 31, 1996
     Consolidated Balance Sheets as of December 31, 1996 and 1995
     Consolidated Statements of Cash Flows for each of the Three
       Years in the Period Ended December 31, 1996
     Consolidated Statements of Redeemable Preferred Stock and
       Common Stockholders' Equity for each of the Three Years
       in the Period Ended December 31, 1996

     Notes to Consolidated Financial Statements

(b)  Financial Statement Schedules:

     Report of Independent Auditors
 
    Schedule I  - Condensed Financial Information of Registrant
                   (Parent Company Only)
     Schedule II - Valuation and Qualifying Accounts

     All other schedules have been omitted because they are
     inapplicable, not required, or the information is included
     elsewhere in the consolidated financial statements or notes
     thereto.

(c)  Reports on Form 8-K.

     (i)    Report dated October 10, 1996 reporting an Item 5. 
            "Other Event".  No financial statements were filed with
            the report, which announced an order for 60 firm 737-
            500 and the new -600 model aircraft.
     (ii)   Report dated November 21, 1996 reporting an Item 5. 
            "Other Event".  No financial statements were filed with
            the report, which announced Continental's $50 million
            purchase of warrants from Air Partners, L.P. to
            purchase 2,614,379 shares of Class B common stock.
     (iii)  Report dated December 4, 1996 reporting an Item 5. 
            "Other Event".  No financial statements were filed with
            the report, which announced Continental's proposed
            issuance of $250 million of 9-1/2% Senior Notes due
            December 15, 2001 in a private placement.
     (iv)   Report dated December 10, 1996 reporting an Item 5. 
            "Other Event".  No financial statements were filed with
            the report, which announced the issuance of $250
            million of 9-1/2% Senior Notes due December 15, 2001 in
            a private placement.

(d)  See accompanying Index to Exhibits.





                 REPORT OF INDEPENDENT AUDITORS


We have audited the consolidated financial statements of
Continental Airlines, Inc. as of December 31, 1996 and 1995, and
for each of the three years in the period ended December 31, 1996,
and have issued our report thereon dated February 10, 1997
(included elsewhere in this Form 10-K).  Our audits also included
the financial statement schedules for these related periods listed
in Item 14(b) of this Form 10-K.  These schedules are the
responsibility of the Company's management.  Our responsibility is
to express an opinion based on our audits.

In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material
respects the information set forth therein.





                            ERNST & YOUNG LLP                    


Houston, Texas
February 10, 1997



<TABLE>
                      CONTINENTAL AIRLINES, INC.
                         (Parent Company Only)
      SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                 CONDENSED STATEMENT OF OPERATIONS (a)
                       (In millions of dollars)

<CAPTION>
                                            Year Ended December 31,  
                                           1996      1995      1994  
<S>                                       <C>       <C>       <C>
Operating Revenue:
 Passenger. . . . . . . . . . . . . . . . $4,885    $4,354    $4,211 
 Cargo, mail and other. . . . . . . . . .    458       419       411 
                                           5,343     4,773     4,622 
Operating Expenses:
 Wages, salaries and related costs. . . .  1,368     1,252     1,347 
 Aircraft fuel. . . . . . . . . . . . . .    645       567       642 
 Aircraft rentals . . . . . . . . . . . .    481       471       419 
 Commissions. . . . . . . . . . . . . . .    415       397       353 
 Maintenance, materials and repairs . . .    332       304       366 
 Other rentals and landing fees . . . . .    291       294       328 
 Depreciation and amortization. . . . . .    213       215       211 
 Fleet disposition charge . . . . . . . .    128         -         - 
 Other. . . . . . . . . . . . . . . . . .  1,076     1,035     1,040 
                                           4,949     4,535     4,706 
Operating Income (Loss) . . . . . . . . .    394       238       (84)

Nonoperating Income (Expense):
 Interest expense . . . . . . . . . . . .   (132)     (185)     (210)
 Interest capitalized . . . . . . . . . .      5         6        17 
 Interest income. . . . . . . . . . . . .     39        27        20 
 Interest income from subsidiaries. . . .      9        11        12 
 Other, net . . . . . . . . . . . . . . .     20        (4)     (426)
                                             (59)     (145)     (587)
Income (Loss) before Equity in Net 
 Income (Loss) of Subsidiaries, Income 
 Taxes and Extraordinary Loss . . . . . .    335        93      (671)

Income Tax Benefit (Provision). . . . . .    (54)       37        73 

Equity in Net Income (Loss) of 
 Subsidiaries . . . . . . . . . . . . . .     53        96       (15)

Distributions on Preferred Securities 
 of Trust, net of applicable income
 taxes of $8 in 1996. . . . . . . . . . .    (14)       (2)        - 

Income (Loss) before Extraordinary Loss .    320       224      (613)

Extraordinary Loss, net of applicable 
 income taxes of $1 (g) . . . . . . . . .     (1)        -         - 

Net Income (Loss) . . . . . . . . . . . . $  319    $  224    $ (613)

</TABLE>


These Statements should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and Notes to Schedule I.


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                         (Parent Company Only)
      SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                      CONDENSED BALANCE SHEET (a)
            (In millions of dollars, except for share data)

<CAPTION>
                                           December 31,  December 31,
             ASSETS                           1996          1995     
<S>                                        <C>           <C>
Current Assets:
 Cash and cash equivalents, including 
  restricted cash and cash equivalents 
  of $76 and $144, respectively . . . . .    $  989        $  675 
 Accounts receivable, net . . . . . . . .       298           282 
 Accounts receivable from subsidiaries, 
  net . . . . . . . . . . . . . . . . . .         -            18 
 Notes receivable from subsidiaries . . .        78            79 
 Spare parts and supplies, net. . . . . .        85           107 
 Prepayments and other assets . . . . . .        82            85 
  Total current assets. . . . . . . . . .     1,532         1,246 

Property and Equipment:
 Owned property and equipment, net of 
  accumulated depreciation of $333 and 
  $263, respectively. . . . . . . . . . .       996           984 
 Purchase deposits for flight equipment .       137            47 
 Capital leases, net of accumulated 
  amortization of $128 and $102, 
  respectively. . . . . . . . . . . . . .       251           272 
   Total property and equipment . . . . .     1,384         1,303 

Other Assets:
 Routes, gates and slots, net of 
  accumulated amortization of $160 and 
  $116, respectively. . . . . . . . . . .       961         1,005 
 Reorganization value in excess of 
  amounts allocable to identifiable 
  assets, net of accumulated 
  amortization of $46 and $35, 
  respectively. . . . . . . . . . . . . .       185           196 
 Investment in subsidiaries . . . . . . .       194           276 
 Investments. . . . . . . . . . . . . . .         8            37 
 Other assets, net. . . . . . . . . . . .       113            90 
   Total other assets . . . . . . . . . .     1,461         1,604 
     Total Assets . . . . . . . . . . . .    $4,377        $4,153 









These Statements should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and Notes to Schedule I.
</TABLE>


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                         (Parent Company Only)
      SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                      CONDENSED BALANCE SHEET (a)
            (In millions of dollars, except for share data)

<CAPTION>
                                           December 31,  December 31,
 LIABILITIES AND STOCKHOLDERS' EQUITY         1996          1995     
<S>                                        <C>           <C>
Current Liabilities:
 Current maturities of long-term 
  debt (b). . . . . . . . . . . . . . . .    $  155        $  156 
 Current maturities of capital leases . .        52            50 
 Accounts payable . . . . . . . . . . . .       636           564 
 Accounts payable to subsidiaries, net. .         6             - 
 Air traffic liability. . . . . . . . . .       639           541 
 Accrued other liabilities. . . . . . . .       450           537 
  Total current liabilities . . . . . . .     1,938         1,848 

Long-Term Debt (b). . . . . . . . . . . .       970         1,118 

Capital Leases. . . . . . . . . . . . . .       227           269 

Deferred Credits and Other Long-Term 
 Liabilities. . . . . . . . . . . . . . .       373           330 

Commitments and Contingencies (c)

Continental-Obligated Mandatorily 
 Redeemable Preferred Securities
 of Subsidiary Trust Holding Solely
 Convertible Subordinated 
 Debentures (d) . . . . . . . . . . . . .       242           242 

Redeemable Preferred Stock (e). . . . . .        46            41 

Common Stockholders' Equity:
 Class A common stock - $.01 par, 
  50,000,000 shares authorized; 9,280,000
  and 12,602,112 shares issued and 
  outstanding at December 31, 1996
  and 1995, respectively (e),(f). . . . .        -              - 
 Class B common stock - $.01 par, 
  200,000,000 shares authorized;
  47,943,343 and 42,856,548 shares issued
  and outstanding at December 31, 1996
  and December 31, 1995, 
  respectively (e),(f). . . . . . . . . .         -             - 
 Additional paid-in capital . . . . . . .       693           733 
 Accumulated deficit. . . . . . . . . . .      (109)         (428)
 Unvested portion of restricted stock . .        (5)          (10)
 Additional minimum pension liability . .        (2)           (8)
 Unrealized gain on marketable equity 
  securities. . . . . . . . . . . . . . .         4            18 
  Total common stockholders' equity . . .       581           305 
    Total Liabilities and Stockholders' 
      Equity. . . . . . . . . . . . . . .    $4,377        $4,153 

These Statements should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and Notes to Schedule I.
</TABLE>


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                         (Parent Company Only)
      SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                      STATEMENT OF CASH FLOWS (a)
                       (In millions of dollars)


<CAPTION>
                                            Year Ended December 31,  
                                           1996      1995      1994  
<S>                                        <C>       <C>       <C>
Net cash provided (used) by operating 
 activities . . . . . . . . . . . . . . .  $788      $245      $(56)

Cash Flows from Investing Activities:
  Capital expenditures, net of returned 
   purchase deposits. . . . . . . . . . .  (283)      (68)     (196)
  Proceeds from disposition of property, 
   equipment and other assets . . . . . .    11        20        28 
  Purchase deposits refunded in 
   connection with aircraft delivered . .    18        97        96 
  Proceeds from sale/leaseback 
   transactions . . . . . . . . . . . . .    47         -         - 
  Proceeds from sale of America West
   stock and warrants . . . . . . . . . .    32         -         - 
  Dividends received from subsidiaries. .   136        81         - 
  Investment in America West. . . . . . .     -         -       (19)
   Net cash provided (used) by 
    investing activities. . . . . . . . .   (39)      130       (91)

Cash Flows from Financing Activities:
  Net proceeds from issuance of 
   long-term debt . . . . . . . . . . . .   484         7        31 
  Payments on long-term debt and 
   capital lease obligations. . . . . . .  (797)     (299)     (256)
  Net proceeds from issuance of 
   common stock . . . . . . . . . . . . .    18        13         - 
  Net proceeds from issuance of 
   preferred securities of trust. . . . .     -       242         - 
  Dividends paid on preferred 
   securities of trust. . . . . . . . . .   (22)        -         - 
  Purchase of warrants. . . . . . . . . .   (50)      (14)        - 
   Net cash provided (used) by 
    financing activities. . . . . . . . .  (367)      (51)     (225)

Net Increase (Decrease) in Cash and 
 Cash Equivalents . . . . . . . . . . . .   382       324      (372)

Cash and Cash Equivalents - 
 Beginning of Period (A). . . . . . . . .   531       207       579 

Cash and Cash Equivalents - 
 End of Period (A). . . . . . . . . . . .  $913      $531      $207 

                                              (continued on next page)
</TABLE>


<TABLE>
                      CONTINENTAL AIRLINES, INC.
                         (Parent Company Only)
      SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                      STATEMENT OF CASH FLOWS (a)
                       (In millions of dollars)


<CAPTION>
                                            Year Ended December 31,  
                                           1996      1995      1994  
<S>                                        <C>       <C>       <C>
Supplemental Cash Flows Information:
 Interest paid. . . . . . . . . . . . . .  $129      $156      $179 
 Income taxes paid. . . . . . . . . . . .     3         7         - 

Financing and Investing Activities
 Not Affecting Cash:

  Reclassification of accrued rent,
   capital leases and interest to
   long-term debt . . . . . . . . . . . .  $ 11      $ 65      $ 26 

  Capital Lease obligations incurred. . .  $ 31      $ 10      $ 14 

  Property and equipment acquired
   through the issuance of debt . . . . .  $ 69      $ 15      $ 10 

  Issuance of debt in connection with
   purchase of Air Canada warrants. . . .  $  -      $ 42      $  - 

  Issuance of convertible secured
   debentures in connection with
   the aircraft settlements . . . . . . .  $  -      $158      $  - 

  Exchange of preferred stock for
   long-term debt . . . . . . . . . . . .  $  -      $ 21      $  - 

  Financed purchase deposits for
   flight equipment . . . . . . . . . . .  $ 19      $  5      $  - 

  Return of financed purchase deposits. .  $  -      $ 10      $  - 

  Reduction of capital lease obligations
   in connection with the exchange of ATR
   aircraft . . . . . . . . . . . . . . .  $ 19      $  -      $  - 

(A) Excludes restricted cash of $76 million, $144 million, $119 million
    and $102 million at December 31, 1996, 1995, 1994 and 1993,
    respectively.





These Statements should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and Notes to Schedule I.
</TABLE>

                       NOTES TO SCHEDULE I


(a)  The Condensed Financial Information of Registrant includes the
     accounts of Continental and its wholly owned subsidiaries,
     Rubicon Indemnity, Ltd., which was formed for workers'
     compensation purposes and Continental Airlines Finance Trust,
     which was formed for the issuance of preferred securities. 
     These subsidiaries have been included in Schedule I to
     properly reflect the parent company's workers' compensation
     liability and redeemable preferred securities.

(b)  Continental's long-term debt (parent company only) was
     recorded at fair market value at April 27, 1993.  Long-term
     debt as of December 31, 1996 and 1995 is summarized as follows
     (in millions):


<TABLE>
<CAPTION>
                                               1996      1995  
<S>                                          <C>       <C>
Secured

 Notes payable, interest rates of 6.0% 
  to 12.09% (imputed interest rates of 
  7.86% to 9.9%), payable through 2008 . .   $  218    $  262
 Floating rate notes, interest rates of 
  Prime plus 0.5% to 0.75%, LIBOR plus 
  0.75% to 4.0% and Eurodollar plus 
  0.75%, payable through 2006. . . . . . .      187       173
 Notes payable, interest rates of 6.14% 
  to 14.00% (imputed interest rates 
  approximate stated interest rates), 
  payable through 2019 . . . . . . . . . .      152       187
 Notes payable, interest rates of 8.0% 
  to 9.86%, payable through 2003 . . . . .        -       392
 Series A convertible debentures, interest 
  rate of 6.0%, payable through 2002 . . .        -       124
 Other . . . . . . . . . . . . . . . . . .        4         7

 Unsecured
  Senior notes payable, interest rate of 9.5%,
   payable through 2001. . . . . . . . . .      250         -
  Convertible subordinated notes, 
   interest rate of 6.75%, payable
   through 2006. . . . . . . . . . . . . .      230         -
  Notes payable, interest rates of 8.38% 
   to 12% (imputed interest rates of 
   10.22% to 21.8%), payable through 
   2001. . . . . . . . . . . . . . . . . .       78       122
  Other. . . . . . . . . . . . . . . . . .        6         7
                                              1,125     1,274
  Less:  current maturities. . . . . . . .      155       156
  Total. . . . . . . . . . . . . . . . . .   $  970    $1,118
</TABLE>

Long-term debt maturities due over the next five years are as
follows (in millions):

     Year ending December 31,
          1997 . . . . . . . . . . . . . . . . . .   $155
          1998 . . . . . . . . . . . . . . . . . .    102
          1999 . . . . . . . . . . . . . . . . . .    101
          2000 . . . . . . . . . . . . . . . . . .     84
          2001 . . . . . . . . . . . . . . . . . .    307

(c)  See Note 12 of Notes to Consolidated Financial Statements.

(d)  See Note 5 of Notes to Consolidated Financial Statements.

(e)  See Note 6 of Notes to Consolidated Financial Statements.

(f)  The Company has not paid dividends on its common stock.

(g)  During 1996, an extraordinary loss of $1 million was recorded,
     net of $1 million income tax benefit, related to the early
     extinguishment of debt.  See Note 2 to Consolidated Financial
     Statements.


<TABLE>
           CONTINENTAL AIRLINES, INC. AND SUBSIDIARIES

         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

      For the Years Ended December 31, 1996, 1995, and 1994
                    (In millions of dollars)





<CAPTION>
                                    Allowance    
                                   for Doubtful  Allowance for
                                    Receivables  Obsolescence 
<S>                                <C>           <C>
  Balance, December 31, 1993 . . .      $35          $ 5 

    Additions charged to expense .       25           32 
    Deductions from reserve. . . .      (21)          (1)
    Other. . . . . . . . . . . . .       (1)           - 

  Balance, December 31, 1994 . . .       38           36 

    Additions charged to expense .       24           12 
    Deductions from reserve. . . .      (15)         (12)
    Other. . . . . . . . . . . . .       (3)           - 

  Balance, December 31, 1995 . . .       44           36 

    Additions charged to expense .       16           18 
    Deductions from reserve. . . .      (31)          (8)
    Other. . . . . . . . . . . . .       (2)           1 

  Balance, December 31, 1996 . . .      $27          $47 
</TABLE>


                           SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   CONTINENTAL AIRLINES, INC.


                                   By /s/ LAWRENCE W. KELLNER    
                                      Lawrence W. Kellner
                                      Executive Vice President and
                                      Chief Financial Officer
                                      (On behalf of Registrant)

Date:  February 21, 1997

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons in the
capacities indicated on February 21, 1997.

             Signature                       Capacity             

      /s/ GORDON M. BETHUNE    Chairman and Chief Executive Officer
      Gordon M. Bethune        (Principal Executive Officer)
      
      /s/ LAWRENCE W. KELLNER  Executive Vice President and
      Lawrence W. Kellner      Chief Financial Officer
                               (Principal Financial Officer)

      /s/ MICHAEL P. BONDS     Vice President and Controller
      Michael P. Bonds         (Principal Accounting Officer)

      THOMAS J. BARRACK, JR.*  Director
      Thomas J. Barrack, Jr.

      LLOYD M. BENTSEN, JR.*   Director
      Lloyd M. Bentsen, Jr.

      DAVID BONDERMAN*         Director
      David Bonderman

      /s/GREGORY D. BRENNEMAN  Director
      Gregory D. Brenneman

      PATRICK FOLEY*           Director
      Patrick Foley

      DOUGLAS McCORKINDALE*    Director
      Douglas McCorkindale

      GEORGE G.C. PARKER*      Director
      George G.C. Parker

      RICHARD W. POGUE*        Director
      Richard W. Pogue

      WILLIAM S. PRICE III*    Director
      William Price III

      DONALD L. STURM*         Director
      Donald L. Sturm

      KAREN HASTIE WILLIAMS*   Director
      Karen Hastie Williams

      CHARLES A. YAMARONE*     Director
      Charles A. Yamarone


      *By /s/ LAWRENCE W. KELLNER                   
          Lawrence W. Kellner
          Attorney-in-Fact
          February  21 , 1997


                        INDEX TO EXHIBITS
                               OF
                   CONTINENTAL AIRLINES, INC.

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

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

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

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

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

3.1       Amended and Restated Certificate of Incorporation of
          Continental -- incorporated by reference to
          Exhibit 4.1(a) to Continental's Form S-8 registration
          statement (No. 333-06993) (the "1996 S-8").

3.2       By-laws of Continental, as amended to date --
          incorporated by reference to Exhibit 3.1 to Continental's
          Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1996 (the "1996 Third Quarter 10-Q").

4.1       Specimen Class A Common Stock Certificate of the Company
          -- incorporated by reference to Exhibit 4.1 to
          Continental's Annual Report on Form 10-K for the year
          ended December 31, 1995 (the "1995 10-K").

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

4.3       Certificate of Designations of Series A 12% Cumulative
          Preferred Stock -- incorporated by reference to Exhibit
          1.2 to Continental's Form 8-A Registration Statement, as
          amended to date.

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

4.4(a)    Amendment to Stockholders' Agreement dated April 19, 1996
          among the Company, Air Partners and Air Canada --
          incorporated by reference to Exhibit 10.1 to
          Continental's Form S-3 Registration Statement (No. 333-
          02701) (the "1996 S-3").

4.5       Amended and Restated Registration Rights Agreement dated
          April 19, 1996 among the Company, Air Partners and Air
          Canada -- incorporated by reference to Exhibit 10.2 to
          the 1996 S-3.

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

4.7       Continental hereby agrees to furnish to the Commission,
          upon request, copies of certain instruments defining the
          rights of holders of long-term debt of the kind described
          in Item 601(b)(4)(iii)(A) of Regulation S-K.

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

10.2      Agreement of Lease dated as of January 11, 1985, between
          the Port Authority of New York and New Jersey and People
          Express Airlines, Inc., regarding Terminal C (the
          "Terminal C Lease") -- incorporated by reference to
          Exhibit 10.61 to the Annual Report on Form 10-K (File No.
          0-9781) of People Express Airlines, Inc. for the year
          ended December 31, 1984.

10.2(a)   Supplemental Agreements Nos. 1 through 6 to the Terminal
          C Lease -- incorporated by reference to Exhibit 10.3 to
          Continental's Annual Report on Form 10-K (File No. 1-
          8475) for the year ended December 31, 1987 ("the 1987 10-
          K").

10.2(b)   Supplemental Agreement No. 7 to the Terminal C Lease --
          incorporated by reference to Exhibit 10.4 to
          Continental's Annual Report on Form 10-K (File No. 1-
          8475) for the year ended December 31, 1988.

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

10.2(d)   Supplemental Agreements No. 12 through 15 to the Terminal
          C Lease -- incorporated by reference to Exhibit 10.2(d)
          to the 1995 10-K.

10.3      Assignment of Lease with Assumption and Consent dated as
          of August 15, 1987, among the Port Authority of New York
          and New Jersey, People Express Airlines, Inc. and
          Continental  --  incorporated by reference to Exhibit
          10.2 to the 1987 10-K.

10.4*     Amended and restated employment agreement between the
          Company and Gordon M. Bethune -- incorporated by
          reference to Exhibit 10.1 to Continental's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 1996
          (the "1996 Second Quarter 10-Q").

10.4(a)*  Amendment to employment agreement, dated as of September
          30, 1996, between the Company and Gordon M. Bethune --
          incorporated by reference to Exhibit 10.1 to the 1996
          Third Quarter 10-Q.

10.5*     Amended and restated employment agreement between the
          Company and Gregory D. Brenneman -- incorporated by ref-
          erence to Exhibit 10.2 to the 1996 Second Quarter 10-Q.

10.5(a)*  Amendment to employment agreement, dated as of September
          30, 1996, between the Company and Gregory D. Brenneman --
          incorporated by reference to Exhibit 10.2 to the 1996
          Third Quarter 10-Q.

10.6*     Amended and restated employment agreement between the
          Company and Lawrence W. Kellner -- incorporated by ref-
          erence to Exhibit 10.3 to the 1996 Second Quarter 10-Q.

10.7*     Amended and restated employment agreement between the
          Company and Barry P. Simon -- incorporated by reference
          to Exhibit 10.7 to the 1995 10-K.

10.8*     Amended and restated employment agreement between the
          Company and C. D. McLean -- incorporated by reference to
          Exhibit 10.8 to the 1995 10-K.

10.9*     Form of amendment to employment agreement between the
          Company and Lawrence W. Kellner, C.D. McLean and Barry P.
          Simon -- incorporated by reference to Exhibit 10.4 to the
          1996 Second Quarter 10-Q.

10.9(a)*  Form of amendment to employment agreement, dated as of
          September 30, 1996, for each of Lawrence W. Kellner, C.
          D. McLean and Barry P. Simon -- incorporated by reference
          to Exhibit 10.3 to the 1996 Third Quarter 10-Q.

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

10.10(a)* First Amendment to Continental Airlines, Inc. 1994
          Incentive Equity Plan -- incorporated by reference to
          Exhibit 10.1 to the 1995 Third Quarter 10-Q.

10.10(b)* Second Amendment to Continental Airlines, Inc. 1994
          Incentive Equity Plan -- incorporated by reference to
          Exhibit 4.3(c) to the 1996 S-8.

10.10(c)* Third Amendment to Continental Airlines, Inc. 1994
          Incentive Equity Plan -- incorporated by reference to
          Exhibit 10.4 to the 1996 Third Quarter 10-Q.

10.11     Purchase Agreement No. 1783, including exhibits and side
          letters thereto, between the Company and Boeing,
          effective April 27, 1993, relating to the purchase of
          Boeing 757-224 aircraft -- incorporated by reference to
          Exhibit 10.2 to Continental's Quarterly Report on Form
          10-Q for the quarter ended June 30, 1993 (the "1993
          Second Quarter 10-Q"). (1)

10.11(a)  Supplemental Agreement No. 4 to Purchase Agreement No.
          1783 between the Company and Boeing, dated March 31,
          1995, relating to the purchase of Boeing 757-224 aircraft 
          --  incorporated by reference to Exhibit 10.12(a) to
          Continental's Annual Report on Form 10-K for the year
          ended December 31, 1994 (File no. 0-09781) (the "1994 10-
          K").  (1)

10.11(b)  Supplemental Agreement No. 6 to Purchase Agreement No.
          1783 between the Company and Boeing, dated June 13, 1996,
          relating to the purchase of Boeing 757-224 aircraft --
          incorporated by reference to Exhibit 10.6 to the 1996
          Second Quarter 10-Q.  (2)

10.11(c)  Supplemental Agreement No. 7 to Purchase Agreement No.
          1783 between the Company and Boeing, dated July 23, 1996,
          relating to the purchase of Boeing 757-224 aircraft --
          incorporated by reference to Exhibit 10.6(a) to the 1996
          Second Quarter 10-Q. (2)

10.11(d)  Supplemental Agreement No. 8 to Purchase Agreement No.
          1783 between the Company and Boeing, dated October 27,
          1996, relating to the purchase of Boeing 757-224
          aircraft.  (2)(3)

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

10.13(a)  Supplemental Agreement No. 3 to Purchase Agreement No.
          1785 between the Company and Boeing, dated March 31,
          1995, relating to the purchase of Boeing 777-224 aircraft 
          --  incorporated by reference to Exhibit 10.14(a)  to the
          1994 10-K.  (1)

10.13(b)  Supplemental Agreement No. 4 to Purchase Agreement No.
          1785 between the Company and Boeing, dated July 23, 1996,
          relating to the purchase of Boeing 777-224 aircraft --
          incorporated by reference to Exhibit 10.7 to the 1996
          Second Quarter 10-Q.  (2)

10.14     Purchase Agreement No. 1951, including exhibits and side
          letters thereto, between the Company and Boeing, dated
          July 23, 1996, relating to the purchase of Boeing 737-724
          and 737-824 aircraft -- incorporated by reference to
          Exhibit 10.8 to the 1996 Second Quarter 10-Q.  (2)

10.14(a)  Supplemental Agreement No. 1 to Purchase Agreement No.
          1951 between the Company and Boeing, dated October 10,
          1996, relating to the purchase of Boeing 737 aircraft. 
          (2)(3)

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

10.15(a)  Supplemental Lease Agreement, including an exhibit
          thereto, dated as of April 3, 1995 between the City and
          County of Denver, Colorado and Continental and United Air
          Lines, Inc. regarding Denver International Airport --
          incorporated by reference to Exhibit 10.15(a) to the 1994
          10-K.

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

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

10.18     Agreement and Lease dated as of May 1987, as
          supplemented, between the City of Cleveland, Ohio and
          Continental regarding Cleveland Hopkins International
          Airport -- incorporated by reference to Exhibit 10.6 to
          the 1993 Third Quarter 10-Q.

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

10.20*    Form of Letter Agreement relating to certain flight
          benefits between the Company and each of its nonemployee
          directors -- incorporated by reference to Exhibit 10.19
          of the 1995 10-K.

11.1      Statement Regarding Computation of Per Share Earnings. 
          (3)

21.1      List of Subsidiaries of Continental.  (3)

23.1      Consent of Ernst & Young LLP.  (3)

24.1      Powers of attorney executed by certain directors and
          officers of Continental.  (3)

27.1      Financial Data Schedule.  (3)

__________

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

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




                                                Exhibit 10.11 (d)
                  Supplemental Agreement No. 8

                               to

                   Purchase Agreement No. 1783

                             between

                       The Boeing Company

                               and

                   Continental Airlines, Inc.

            Relating to Boeing Model 757-224 Aircraft

     THIS SUPPLEMENTAL AGREEMENT, entered into as of October 27,
1996 by and between THE BOEING COMPANY, a Delaware corporation with
its principal office in Seattle, Washington, (Boeing) and
CONTINENTAL AIRLINES, INC., a Delaware corporation with its
principal office in Houston, Texas (Buyer);

     WHEREAS, the parties hereto entered into Purchase Agreement
No. 1783 dated March 18, 1993, as amended and supplemented,
relating to Boeing Model 757-224 aircraft (the Agreement); and

     [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT]

     WHEREAS, Boeing and Buyer have agreed to amend the Agreement
to incorporate certain other changes, including [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT];

     NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree to amend the Agreement as follows:

1.   Table of Contents and Articles:

     1.1
   Remove and replace, in its entirety, the  Table of
Contents with a new Table of Contents (attached hereto) to reflect
amendment of the Agreement as of the date of this Supplemental
Agreement.

     1.2   Remove and replace, in its entirety, Article 1, Subject
Matter of Sale, with new Article 1 (attached hereto) to incorporate
a revised delivery schedule for the Block B Aircraft.

     1.3   Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to incorporate a revised delivery schedule for the Block B
Aircraft.

     1.4   Remove and replace, in its entirety, Article 3, Price of
Aircraft, with new Article 3 (attached hereto) to incorporate
revised Advance Payment Base Prices for the Block B Aircraft.

     1.5   Remove and replace, in its entirety, the Delivery
Schedule for Model 757-224 Aircraft, following Article 15, with a
a revised delivery schedule (attached hereto) to incorporate
current Aircraft delivery data and the Block B Aircraft.

     1.6   Remove and replace, in its entirety, page A-1 of the
second part of Exhibit A relating to Block A-1 Aircraft, with new
page A-1 (attached hereto) to add a reference to Block B Aircraft.

     1.7   Remove and replace, in its entirety, page 1 of Exhibit
D with new page 1 (attached hereto) to add a reference to Block B
Aircraft.

2.   Letter Agreements:

     2.1   Add revised Letter Agreement 1783-10R1, Option Aircraft,
to incorporate [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]

     2.3   Add revised Letter Agreement 6-1162-WLJ-367R4,
Disclosure of Confidential Information, to incorporate the
reference to the addition of the Block B Aircraft.

3.   Payment of Additional Advance Payments.

     Within three (3) business days after execution of this
Supplemental Agreement, Buyer shall transfer to Boeing's account at
Chase Manhattan Bank, New York, N.Y., the sum of [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] and option deposits then due with respect to the Option
Aircraft as of the effective date of the Supplemental Agreement.

The Agreement will be deemed to be supplemented to the extent
herein provided and as so supplemented will continue in full force
and effect.

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY                 CONTINENTAL AIRLINES, INC.



By: /s/ M. Monica Fix              By:/s/ Brian Davis        


Its:    Attorney-In-Fact           Its: V.P. Fleet Management



<TABLE>
                        TABLE OF CONTENTS
<CAPTION>
ARTICLES                                            Page   Rev. By
<S>            <C>                                  <C>    <C>
ARTICLE 1.     Subject Matter of Sale. . . . . . .  1-1    SA#8

ARTICLE 2.     Delivery, Title and Risk of Loss. .  2-1    SA#8

ARTICLE 3.     Price of Aircraft . . . . . . . . .  3-1    SA#8

ARTICLE 4.     Taxes . . . . . . . . . . . . . . .  4-1

ARTICLE 5.     Payment . . . . . . . . . . . . . .  5-1

ARTICLE 6.     Excusable Delay . . . . . . . . . .  6-1

ARTICLE 7.     Changes to the Detail Specification         7-1SA#4

ARTICLE 8.     Federal Aviation Requirements and
               Certificates. . . . . . . . . . . .  8-1

ARTICLE 9.     Representatives, Inspection,
               Flights and Test Data . . . . . . .  9-1

ARTICLE 10.    Assignment, Resale or Lease . . . .  10-1

ARTICLE 11.    Termination for Certain Events. . .  11-1

ARTICLE 12.    Product Assurance; Disclaimer and
               Release; Exclusion of Liabilities;
               Customer Support; Indemnification
               and Insurance . . . . . . . . . . .  12-1

ARTICLE 13.    Buyer Furnished Equipment and
               Spare Parts . . . . . . . . . . . .  13-1   SA#2

ARTICLE 14.    Contractual Notices and Requests. .  14-1

ARTICLE 15.    Miscellaneous . . . . . . . . . . .  15-1

Schedule for Delivery of Model 757-224 Aircraft. .         SA#8

EXHIBITS

EXHIBIT A      Aircraft Configuration. . . . . . .  A-1    SA#8

EXHIBIT B      Product Assurance Document. . . . .  B-1    SA#2

EXHIBIT C      Customer Support Document . . . . .  C-1    SA#2

EXHIBIT D      Price Adjustments Due to Economic .         SA#8
               Fluctuations - Airframe and Engines         D-1

                  TABLE OF CONTENTS (Continued)


EXHIBIT E      Buyer Furnished Equipment Provisions
               Document. . . . . . . . . . . . . .  E-1    SA#4

EXHIBIT F      Defined Terms Document. . . . . . .  F-1    SA#2


LETTER AGREEMENTS

1783-1              Spare Parts Support                    SA#2

1783-2              Seller Purchased Equipment             SA#2

1783-4              Waiver of Aircraft Demonstration       SA#2
                    Flights

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

1783-6              Configuration Matters                  SA#2

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

1783-8              Spare Parts Provisioning               SA#2

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

1783-10R1           Option Aircraft                        SA#8


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

6-1162-WLJ-367R4    Disclosure of Confidential Info        SA#8

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

                  TABLE OF CONTENTS (Continued)


SUPPLEMENTAL                       Dated as of:

Supplemental Agreement No. 1       April 29, 1993

Supplemental Agreement No. 2       November 4, 1993

Supplemental Agreement No. 3       July 15, 1994

Supplemental Agreement No. 4       March 31, 1995

Supplemental Agreement No. 5       November 30, 1995

Supplemental Agreement No. 6       June 13, 1996

Supplemental Agreement No. 7       July 23, 1996

Supplemental Agreement No. 8       October 27, 1996
</TABLE>

ARTICLE 1.  Subject Matter of Sale.

     1.1    The Aircraft.  Boeing will manufacture and deliver to
Buyer and Buyer will purchase and accept delivery from Boeing of
the following Boeing Model 757-224 aircraft (the Aircraft).

            1.1.1   Block A and B Aircraft.  Twenty-five (25) Block
A Aircraft (the Block A Aircraft) and Six (6) Block B Aircraft (the
Block B Aircraft) manufactured in accordance with Boeing detail
specification [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT], dated as of even date herewith, as
described in Exhibit A, and as modified from time to time in
accordance with this Agreement (Detail Specification).

     1.2    Additional Goods and Services.  In connection with the
sale of the Aircraft, Boeing will also provide to Buyer certain
other things under this Agreement, including data, documents,
training and services, all as described in this Agreement.

     1.3    [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]


     1.4    Defined Terms.  For ease of use, certain terms are
treated as defined terms in this Agreement.  Such terms are
identified with a capital letter and set forth and/or defined in
Exhibit F.

ARTICLE 2.  Delivery, Title and Risk of Loss.

     2.1    Time of Delivery.  The Aircraft will be delivered to
Buyer by Boeing, and Buyer will accept delivery of the Aircraft, in
accordance with the following schedule:

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

     2.2    Notice of Target Delivery Date.  Boeing will give Buyer
notice of the Target Delivery Date of the Aircraft approximately 30
days prior to the scheduled month of delivery.

     2.3    Notice of Delivery Date.  Boeing will give Buyer at
least 7 days' notice of the delivery date of the Aircraft.  If an
Aircraft delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all costs
incurred by Boeing as a result of such delay, including amounts for
storage, insurance, Taxes, preservation or protection of the
Aircraft and interest on payments due.

     2.4    Place of Delivery.  The Aircraft will be delivered at
a facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.

     2.5    Title and Risk of Loss.  Title to and risk of loss of
an Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.

     2.6    Documents of Title.  Upon delivery of and payment for
each Aircraft, Boeing shall deliver to Buyer a bill of sale duly
conveying to Buyer good title to such Aircraft free and clear of
all liens, claims, charges and encumbrances of every kind
whatsoever, and such other appropriate documents of title as Buyer
may reasonably request.

ARTICLE 3.  Price of Aircraft.

     3.1    Definitions.

            3.1.1   Special Features are the features listed in
Exhibit A which have been selected by Buyer.

            3.1.2   Base Airframe Price is the Aircraft Basic Price
excluding the price of Special Features and Engines.

            3.1.3   Engine Price is the price established by the
Engine manufacturer for the Engines installed on the Aircraft
including all accessories, equipment and parts set forth in Exhibit
D.

            3.1.4   Aircraft Basic Price is comprised of the Base
Airframe Price, the Engine Price and the price of the Special
Features.

            3.1.5   Economic Price Adjustment is the adjustment to
the Aircraft Basic Price (Base Airframe, Engine and Special
Features) as calculated pursuant to Exhibit D.

            3.1.6   Aircraft Price is the total amount Buyer is to
pay for the Aircraft at the time of delivery.

            3.1.7   Price First Published is the first price
published by Boeing for the same model of aircraft to be delivered
in the same general time period as the affected Aircraft and is
used to establish the Base Airframe Price when the Base Airframe
Price was not established at the time of execution of this
Agreement.

     3.2    Aircraft Basic Price.

            3.2.1  Block A Aircraft.  The Aircraft Basic Price of
the Block A Aircraft, expressed in July 1992 dollars, is set forth
below:

            Base Airframe Price:   [CONFIDENTIAL MATERIAL OMITTED
            Special Features       AND FILED WITH THE SECURITIES
            Engine Price           AND EXCHANGE COMMISSION PURSUANT
                                   TO A REQUEST FOR CONFIDENTIAL
            Block A Aircraft       TREATMENT]
            Basic Price

            3.2.2  Block A-1 and Block B Aircraft.  The Aircraft
Basic Price of the Block A-1 and Block B Aircraft with delivery,
expressed in July 1992 dollars, is set forth below:

            Base Airframe Price:   [CONFIDENTIAL MATERIAL OMITTED
            Special Features       AND FILED WITH THE SECURITIES
            Engine Price           AND EXCHANGE COMMISSION PURSUANT
                                   TO A REQUEST FOR CONFIDENTIAL
            Block A-1/B Aircraft   TREATMENT]
            Basic Price

The special features value above for the Block A-1 and Block B
Aircraft incorporates the special features reprice activity noted
in Exhibit A-1 which includes Exhibit A, Change Orders 1,2, and 3
plus accepted Master Changes as of June 1, 1996.

     3.3    Aircraft Price.

            3.3.1  Block A Aircraft, Block A-1 Aircraft and Block
B Aircraft.  The Aircraft Price of the Block A Aircraft, Block A-1
Aircraft and Block B Aircraft will be established at the time of
delivery of such Aircraft to Buyer and will be the sum of:

                    3.3.1.1  the Block A Aircraft Basic Price,
which is [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT], and the Block A-1 Aircraft and Block B
Aircraft which is [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]; plus

                    3.3.1.2  the Economic Price Adjustments for the
respective Aircraft Basic Price, as calculated pursuant to the
formulas set forth in Exhibit D (Price Adjustments Due to Economic
Fluctuations - Airframe and Engine - Block A, Block A-1 and Block
B Aircraft) plus

                    3.3.1.3  other price adjustments made pursuant
to this Agreement or other written agreements executed by Boeing
and Buyer.

     3.4    Advance Payment Base Price.

            3.4.1   Advance Payment Base Price.  For advance
payment purposes, the following estimated delivery prices of the
Aircraft have been established, using currently available forecasts
of the escalation factors used by Boeing as of the date of signing
this Agreement.  The Advance Payment Base Price of each Aircraft is
set forth below:

     Month and Year of             Advance Payment Base
     Scheduled Delivery             Price per Aircraft 

     [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT]

     Block A-1 Aircraft

     [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT]

     Block B Aircraft

     [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT]

     3.4.2  Adjustment of Advance Payment Base Prices - Long-Lead
Aircraft.  For Aircraft scheduled for delivery 36 months or more
after the date of this Agreement, the Advance Payment Base Prices
appearing in Article 3.4.1 will be used to determine the amount of
the first advance payment to be made by Buyer on the Aircraft.  No
later than 25 months before the scheduled month of delivery of the
first Aircraft scheduled for delivery in a calendar year (First
Aircraft), Boeing will increase or decrease the Advance Payment
Base Price of the First Aircraft and all Aircraft scheduled for
delivery after the First Aircraft as required to reflect the
effects of (i) any adjustments in the Aircraft Price pursuant to
this Agreement and (ii) the then-current forecasted escalation
factors used by Boeing.  Boeing will provide the adjusted Advance
Payment Base Prices for each affected Aircraft to Buyer, and the
advance payment schedule will be considered amended to substitute
such adjusted Advance Payment Base Prices.


<TABLE>
Continental Airlines, Inc.
Delivery Schedule for Model 757-224 Aircraft


<CAPTION>
      Cont   Cont          Tab    Reg     Eng1    Eng2    Delivery
A/C#  Dlvy   Blk   MSN     Blk    No.     S/N     S/N     Date
- ----  -----  ----  ------  -----  ------  ------  -----   --------
<S>   <C>    <C>   <C>     <C>    <C>     <C>     <C>     <C>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
</TABLE>

                            EXHIBIT A

                     AIRCRAFT CONFIGURATION

                     Dated October 27, 1996

                           relating to

       BOEING MODEL 757-224 BLOCK A-1 and Block B AIRCRAFT


     The Detail Specification is Boeing Detail Specification D6-
44010 dated April 16, 1990, (excluding the option features defined
within the Configuration Specification) as amended to reflect the
effect of the changes set forth in the Change Requests listed
below, including the effects of such changes on Manufacturer's
Empty Weight (MEW) and Operating Empty Weight (OEW).  Such Change
Requests are set forth in Boeing Document D9-24N104-3, Revision E,
dated April 15, 1996.  As soon as practicable, Boeing will furnish
to Buyer copies of the Detail Specification, which copies will
reflect the effect of such changes.  The Aircraft Basic Price
reflects and includes all effects of such changes of price, except
such Aircraft Basic Price does not include the price effects of
Change Requests changing Buyer Furnished Equipment to Seller
Purchased Equipment.

This part of Exhibit A relating to Block A-1 and Block B Aircraft
includes the reprice activity for special features in the first
part of this Exhibit A relating to Block A Aircraft plus Change
Orders No. 1, 2, and 3 plus accepted Master Changes as of June 1,
1996 yet to be incorporated into a Change Order.

Exhibit D
Page 1

                     PRICE ADJUSTMENT DUE TO
                      ECONOMIC FLUCTUATIONS
                    AIRFRAME PRICE ADJUSTMENT
                        (1992 Base Price)

          (Relating to Block A and A-1 and B Aircraft)

1.   Formula.

     The Airframe Price Adjustment will be determined at the time
of Aircraft delivery in accordance with the following formula:

     [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT]

     P =     Aircraft Basic Price (as set forth in Article 3.2 of
             this Agreement) less the base price of Engines (as
             defined in this Exhibit D) in the amount of
             [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
             WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
             TO A REQUEST FOR CONFIDENTIAL TREATMENT].

     ECI =   A value using the "Employment Cost Index for workers
             in aerospace manufacturing" (aircraft manufacturing,
             standard industrial classification code 3721,
             compensation, base month and year June 1989 = 100), as
             released by the Bureau of Labor Statistics, U.S.
             Department of Labor on a quarterly basis for the
             months of March, June, September and December,
             calculated as follows: A three-month arithmetic
             average value (expressed as a decimal and rounded to
             the nearest tenth) will be determined using the months
             set forth in the table below for the applicable
             Aircraft, with the released Employment Cost Index
             value described above for the month of March also
             being used for the months of January and February; the
             value for June also used for April and May; the value
             for September also used for July and August; and the
             value for December also used for October and November.

1783-10R1
October 27, 1996

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

Subject:     Letter Agreement No. 1783-10R1 to
             Purchase Agreement No. 1783 - 
             Option Aircraft


This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Purchase Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model
757-224 aircraft (Aircraft).  This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 1783-10.

All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.

In consideration of Buyer's purchase of the Aircraft, Boeing hereby
agrees to manufacture and sell up to [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Buyer, on the
same terms and conditions set forth in the Purchase Agreement,
except as otherwise  described in Attachment A hereto, and subject
to the terms and conditions set forth below.

1.   Delivery.

     The Option Aircraft will be delivered to Buyer during or
before the months set forth in the following schedule:

      Month and Year            Number of
       of Delivery            Option Aircraft
      Block A Option Aircraft

      [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT]

      Block R Option Aircraft

      [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT]


2.     Price.  The basic price of the Option Aircraft shall be the
same price as the Firm Aircraft pursuant to Article 3 to the
Purchase Agreement, adjusted to reflect changes as set forth in
paragraph 2 of Attachment A hereto and any other applicable written
agreements executed by Boeing and Buyer.

3.     Option Aircraft Deposit.

       In consideration of Boeing's grant to Buyer of options to
purchase the Option Aircraft as set forth herein, and concurrent
with Buyer's payment to Boeing of initial advance payments required
under Supplemental Agreement No. 6 to the Purchase Agreement for
the Aircraft, Buyer will pay a deposit to Boeing of [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] for each Option Aircraft (the Option Deposit).  In the
event Buyer exercises an option herein for an Option Aircraft, the
amount of the Option Deposit for such Option Aircraft will be
credited against the first advance payment due for such Option
Aircraft pursuant to the advance payment schedule set forth in
Article 5 of the Purchase Agreement.  

In the event that Buyer does not exercise its option to purchase a
particular Option Aircraft pursuant to the terms and conditions set
forth herein, Boeing shall be entitled to retain the Option Deposit
for such Option Aircraft.

4.     Option Exercise.

       To exercise its option to purchase the Option Aircraft,
Buyer shall give written notice thereof to Boeing on or before the
first business day of the month in each Option Exercise Date shown
below:

       Option Aircraft             Option Exercise Date

       Block A Option Aircraft

      [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT]

       Block R Option Aircraft

      [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT]

5.    Contract Terms.

      Within thirty (30) days after Buyer exercises an option to
purchase Option Aircraft pursuant to paragraph 4 above, Boeing and
Buyer will use their best reasonable efforts to enter into a
supplemental agreement amending the Purchase Agreement to add the
applicable Option Aircraft to the Purchase Agreement as a firm
Aircraft (the Option Aircraft Supplemental Agreement).

In the event the parties have not entered into such an Option
Aircraft Supplemental Agreement within the time period contemplated
herein, either party shall have the right, exercisable by written
or telegraphic notice given to the other within ten (10) days after
such period, to cancel the purchase of such Option Aircraft.

6.    Cancellation of Option to Purchase.

      Either Boeing or Buyer may cancel the option to purchase an
Option Aircraft if any of the following events are not accomplished
by the respective dates contemplated in this letter agreement, or
in the Purchase Agreement, as the case may be:

      (i)    purchase of an Aircraft under the Purchase Agreement
for any reason not attributable to the cancelling party;

      (ii)   payment by Buyer of the Option Deposit with respect to
such Option Aircraft pursuant to paragraph 3 herein; or

      (iii)  exercise of the option to purchase such Option
Aircraft pursuant to the terms hereof.

Any cancellation of an option to purchase by Boeing which is based
on the termination of the purchase of an Aircraft under the
Purchase Agreement shall be on a one-for-one basis, for each
Aircraft so terminated.

Cancellation of an option to purchase provided by this letter
agreement shall be caused by either party giving written notice to
the other within ten (10) days after the respective date in
question.  Upon receipt of such notice, all rights and obligations
of the parties with respect to an Option Aircraft for which the
option to purchase has been cancelled shall thereupon terminate.

Boeing shall promptly refund to Buyer, without interest, any
payments received from Buyer with respect to the affected Option
Aircraft.  Boeing shall be entitled to retain the Option Deposit
unless cancellation is attributable to Boeing's fault, in which
case the Option Deposit shall also be returned to Buyer without
interest.

7.    [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

8.    Applicability.

      Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] are added to the
Purchase Agreement by an Option Aircraft Supplemental Agreement as
firm Aircraft shall benefit from all the applicable terms,
conditions and provisions of the Purchase Agreement.

If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix

Its Attorney-in-fact


ACCEPTED AND AGREED TO this

Date:  October 27, 1996

CONTINENTAL AIRLINES, INC.,



By Brian Davis

Its V.P. Fleet Management

Attachment

Model 757-224 Aircraft

1.     Option Aircraft Description and Changes.

       1.1    Aircraft Description.  The Option Aircraft are 
described by Boeing Detail Specification [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], dated
March 18, 1993, as amended and revised pursuant to the Purchase
Agreement.

       1.2    Changes.  The Option Aircraft Detail Specification
shall be revised to include:

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

              (3)    Changes required to obtain a Standard
Certificate of Airworthiness.

       1.3    Effect of Changes.   Changes to the Detail
Specification pursuant to the provisions of the clauses above shall
include the effects of such changes upon [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2.     Price Description.

       2.1    Price Adjustments.

              2.1.1  Base Price Adjustments.  The base airframe and
base engine price (pursuant to Article 3 of the Purchase Agreement)
of the Option Aircraft will be adjusted to Boeing's and the engine
manufacturer's then-current prices as of the date of execution of
the Option Aircraft Supplemental Agreement.

              2.1.2  Special Features.  The price for special
features incorporated in the Option Aircraft Detail Specification
will be adjusted to Boeing's then-current prices for such features
as of the date of execution of the Option Aircraft Supplemental
Agreement only to the extent that such increase is attributable to
an increase in Boeing's cost for purchased equipment.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

              2.1.4  Price Adjustments for Changes.  Boeing may
adjust the basic price and the advance payment base prices for any
changes mutually agreed upon by Buyer and Boeing subsequent to the
date that Buyer and Boeing enter into the Option Aircraft
Supplemental Agreement.

              2.1.5  BFE to SPE.  An estimate of the total price
for items of Buyer Furnished Equipment (BFE) changed to Seller
Purchased Equipment (SPE) pursuant to the Detail Specification is
included in the Option Aircraft price build-up.  The purchase price
of the Option Aircraft will be adjusted by the price charged to
Boeing for such items plus [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] of such price. 

              2.1.6  Certification of Rolls-Royce Engines.  It is
understood by the parties that the price offered hereunder of the
Rolls-Royce Engines may be adjusted by Rolls-Royce to reflect
changes required to be incorporated to satisfy any new or amended
United States Federal Aviation Administration (FAA) regulations. 
Therefore, in the event that after May 31, 1990, the FAA or other
applicable U.S. Federal Agency issues new rules or regulations or
changes or amends then-existing rules or regulations, and such new,
changed or amended rules or regulations require changes to or
modification of the Engines (Engine Modifications), then:  (i)
Boeing shall adjust the purchase price of the Option Aircraft in
the amount by which Rolls-Royce revises its price of the Engines to
Boeing as a result of such Engine  Modifications; (ii) if the
Engine Modifications require any change, modification or alteration
to the Option Aircraft (Option Aircraft Modifications), the charge
for making the Option Aircraft Modifications shall be added to the
purchase price of the Option Aircraft; (iii) notwithstanding the
provisions of paragraph 1 of this Letter Agreement, the time of
delivery of the Option Aircraft shall be extended to the extent of
any delay attributable to the Engine or Option Aircraft
Modifications and said delay shall be deemed excusable; and (iv)
Boeing shall, if necessary, revise the Option Aircraft Detail
Specification as required to reflect the effects of the Engine
Modifications or Option Aircraft Modifications.

3.     Advance Payments.

       3.1    Buyer shall pay to Boeing advance payments for the
Option Aircraft pursuant to the schedule for payment of advance
payments provided in the Purchase Agreement.

6-1162-WLJ-375R4
October 27, 1996

CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas  77019


Subject:      Letter Agreement No. 6-1162-WLJ-375R4 to
              Purchase Agreement No. 1783 -
              [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
              TO A REQUEST FOR CONFIDENTIAL TREATMENT]


Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Agreement) between THE BOEING COMPANY (Boeing)
and CONTINENTAL AIRLINES, INC. (Buyer) relating to firm Model 757-
224 aircraft (Aircraft) and option Model 757-224 aircraft (Option
Aircraft).  Letter Agreement 6-1162-WLJ-375R3 is hereby cancelled
and superseded.

All terms used herein and in the Agreement, and not defined herein,
will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

2.     Option Deposits.  Notwithstanding the amount specified in
paragraph 3 of Letter Agreement 1783-10 for the Option Deposit,
Boeing and Buyer agree that the Option Deposit shall be
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] per Option Aircraft.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

       (b)  Effective Date for Revised Interest Rate.  Boeing and
Buyer agree that the effective date for the interest calculation in
changing from [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].  Any adjustments due Buyer as a result
of this revised interest rate will be incorporated into the credits
to be paid Buyer pursuant to paragraph 4 of Supplemental Agreement
No. 7 to the Purchase Agreement.

       (c)  Boeing Invoice.  Boeing shall submit to Buyer, not less
than fifteen (15) days prior to the end of each quarter, an invoice
for interest accrued during each such quarter.  Buyer's payment is
due and payable to Boeing on the first business day of the
following month.  Boeing's invoice will show interest accrued
during the quarter for each Aircraft for which advance payments
have been deferred.  The invoice will also include interest accrued
on deferred advance payments with respect to other aircraft in
other purchase agreements between Buyer and Boeing.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

7.     Simulator Data Package

       If Buyer elects to purchase a 757 Full Flight Simulator Data
Package prior to February 1996, [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  The current
purchase price of the Simulator Data Package is [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] in 1992 dollars.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

9.     Additional Training Materials

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

       - Three (3) additional sets of 35 mm slides as described in
       Paragraph 6.1.

       - Three (3) additional full scale colored instrument panel
       wall charts as described in Paragraph 6.1.

       - Three (3) additional sets of FRM/FIM training data as
       described in 6.6.

       - Three (3) additional sets of Video Programs as described
       in Paragraph 6.5.

The current price of such additional training materials is
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] in 1993 STE Dollars.

10.    Maintenance Technical Specialist Support

       Boeing shall provide, on a mutually agreeable schedule, two
(2) technical specialists for a period of two (2) calendar months
to advise and instruct Buyer's personnel in the maintenance of
Buyer's 757 Aircraft.  Boeing's specialist personnel shall be
qualified to provide advice and instruction on 757 electrical and
avionics systems.  The scope of duties of these specialists shall
exclude flying on Buyer's Aircraft in any technical capacity,
performing maintenance work, and signing-off maintenance log books
or aircraft maintenance releases.  Boeing personnel shall be
assigned to one of Buyer's maintenance bases within the United
States and Buyer shall specify the base or bases prior to the
assignment by Boeing of the specialist.  Boeing personnel shall be
assigned to a normal work shift, but not exceed eight (8) hours in
any 24 hour period and five (5) days in any seven (7) day period. 
Buyer shall reimburse Boeing for all airfares incurred in the
assignment or reassignment of Boeing's personnel.

Buyer shall pay, or reimburse Boeing for all taxes, fees, duties,
licenses, permits and other similar requirements or expenses
incurred by Boeing or its assigned employees, resulting from
providing such technical support.

The services to be provided hereunder are of the type contemplated
in paragraph 4, Part B of the Customer Support Document and such
provisions shall be applicable to Boeing's undertaking set forth
herein.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

12.    Confidential Treatment.  Boeing and Buyer understand that
certain commercial and financial information contained in this
Letter Agreement, including any attachments hereto, are considered
by both parties to be confidential.  Boeing and Buyer further agree
that each party will treat this Letter Agreement and the
information contained herein as confidential and will not, without
the other party's prior written consent, disclose this Letter
Agreement or any information contained herein to any other person
or entity except as provided in Letter Agreement 6-1162-WLJ-367R4.

If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.


Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix       

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: October 27, 1996

CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis         

Its/s/ V.P. Fleet Management

Attachment A to 6-1162-WLJ-375R4
Page 1

                   Continental Airlines, Inc.
               Purchase Agreement 1783 - Model 757









[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]



                                                 Exhibit 10.14(a)

                  Supplemental Agreement No. 1

                               to

                   Purchase Agreement No. 1951

                             between

                       The Boeing Company

                               and

                   Continental Airlines, Inc.

              Relating to Boeing Model 737 Aircraft


     THIS SUPPLEMENTAL AGREEMENT, entered into as of October 10,
1996 by and between THE BOEING COMPANY, a Delaware corporation with
its principal office in Seattle, Washington, (Boeing) and
CONTINENTAL AIRLINES, INC., a Delaware corporation with its
principal office in Houston, Texas (Buyer);

     WHEREAS, the parties hereto entered into Purchase Agreement
No. 1951 dated July 23, 1996, as amended and supplemented, relating
to Boeing Model 737 aircraft (the Agreement); and

     WHEREAS, Boeing has agreed to manufacturer and sell to Buyer
thirty (30) Model 737-500 Aircraft and thirty (30) Model 737-600
Aircraft (collectively referred to as the Aircraft) [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]; and 

     WHEREAS, Boeing and Buyer have agreed to amend the Agreement
to incorporate these and certain other changes;

     NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree to amend the Agreement as follows:

1.   Table of Contents and
 Articles:

     1.1   Remove and replace, in their entirety, the  following
tables and Articles with corresponding new tables and articles
attached hereto:

           Cover page
           Table of Contents
           Page 1, Title page
           Article 1, Subject Matter of Sale
           Article 3, Price of Aircraft
           Article 7, Changes to the Detail Specification
           Article 8, Federal Aviation Requirements and 
                       Certificates and Export License
           Table 1, Aircraft Deliveries and Description

2.   Exhibits:

     2.1   Exhibit A entitled Aircraft Configuration is revised by
adding thereto Exhibits A-3 and A-4 attached hereto to incorporate
configurations for the Model 737-524 and Model 737-624 Aircraft,
respectively.

     2.2   Exhibit B entitled Product Assurance Document is revised
to remove and replace, in their entirety, page BI, Part A and Part
F and replace with the new page BI, Part A, and Part F1 and F2,
respectively, attached hereto to reflect the Product Assurance
entitlements for Current Generation Aircraft with revisions
specifically to the title page, Part A, Boeing Warranty, paragraph
4.1.1, 4.1.2 and 8.1.1 and Part F, Engine Manufacturer's Warranty
and Product Support Plan, with the addition of F1 and F2.  All
remaining Parts remain unchanged.

     2.3   Exhibit C entitled Customer Support Document - Code Two
- - Major Model Differences is revised to remove and replace, in its
entirety, page C-I to Exhibit C with page C-I attached hereto, to
reflect the Customer Support entitlements for the Model 737-624
Aircraft.   

     2.4   Add a new Exhibit C1 entitled Customer Support Document
- - Code Three - Minor Model Differences attached hereto for the
Current Generation Aircraft.

     2.5   Exhibit D entitled Aircraft Price Adjustment is revised
to remove and replace, in their entirety, the title page and page
D-1 with the title page and page D-1 attached hereto to reflect
application of such exhibit to New Generation Aircraft.

     2.6   Add a new Exhibit D1 entitled Airframe and Engine Price
Adjustment for the Current Generation Aircraft attached hereto.  .

     2.7   Remove and replace, in its entirety, Exhibit E entitled
Buyer Furnished Equipment Provisions Document with the new Exhibit
E attached hereto to incorporation the Current Generation Aircraft
along with the New Generation Aircraft.

3.   Letter Agreements:

     3.1   Remove and replace, in its entirety, Letter Agreement 
1951-2, Seller Purchased Equipment, with Letter Agreement 1951-2R1,
Seller Purchased Equipment, attached hereto to incorporate Model
737-524 and Model 737-624 Aircraft into the letter agreement.

     3.2   Remove and replace, in its entirety, Letter Agreement 
1951-3, Option Aircraft, with Letter Agreement 1951-3R1, Option
Aircraft - Model 737-824 Aircraft, attached hereto to revise
subject matter to designate Model 737-824 Aircraft.

     3.3   Remove and replace, in its entirety, Letter 
Agreement 1951-4, Waiver of Aircraft Demonstration, with Letter
Agreement 1951-4R1, Waiver of Aircraft Demonstration, attached
hereto to incorporate Model 737-524 and Model 737-624 Aircraft into
the letter agreement.

     3.4   [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

     3.5   Remove and replace, in its entirety, Letter 
Agreement 1951-7, Spares Initial Provisioning, with Letter
Agreement 1951-7R1, Spares Initial Provisioning, attached hereto.

     3.6   [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

     3.7   Add new Letter Agreement 1951-9, Option Aircraft - Model
737-624 Aircraft, attached hereto to incorporate purchase option
provisions for Buyer to purchase up to [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

     3.8   Add new Letter Agreement 1951-10, Configuration Matters
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]- Model 737-624 Aircraft, attached hereto to
document an undefined configuration for the Model 737-624 Aircraft.

     3.9   Add new Letter Agreement 1951-11, [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

     3.10  Remove and replace, in their entirety, Letter 
Agreements 6-1162-MMF-308, -309,-310, -311 and -312 with the
corresponding Letter Agreements attached hereto to incorporate
certain issues regarding the Model 737-524/624 Aircraft as follows:

   6-1162-MMF-308R1  Disclosure of Confidential Information
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

     3.11  Add new Letter Agreement 6-1162-MMF-378, [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Aircraft.

     3.12  Add new Letter Agreement 6-1162-MMF-379, [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Aircraft.


4.   Payment of Additional Advance Payments.

     Within three (3) business days after execution of this
Supplemental Agreement, Buyer shall transfer to Boeing's account at
Chase Manhattan Bank, New York, N.Y., the sum of [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] as of the effective date of the Supplemental Agreement.

The Agreement will be deemed to be supplemented to the extent
herein provided as of the date hereof and as so supplemented will
continue in full force and effect.

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY                 CONTINENTAL AIRLINES, INC.



By: /s/ M. Monica Fix              By: /s/ Brian Davis      


Its:    Attorney-In-Fact           Its: V.P.                







                       PURCHASE AGREEMENT

                             between

                       THE BOEING COMPANY

                               and

                   CONTINENTAL AIRLINES, INC.




              Relating to Boeing Model 737 Aircraft

                 Purchase Agreement Number 1951








                        TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                  Page      SA
                                                Number  Number
<S>    <C>                                      <C>     <C>
ARTICLES

1.     Subject Matter of Sale. . . . . . . . . .   1-1    SA 1

2.     Delivery, Title and Risk of Loss. . . . .   2-1

3.     Price of Aircraft . . . . . . . . . . . .   3-1    SA 2

4.     Taxes . . . . . . . . . . . . . . . . . .   4-1

5.     Payment . . . . . . . . . . . . . . . . .   5-1

6.     Excusable Delay . . . . . . . . . . . . .   6-1

7.     Changes to the Detail Specification . . .   7-1    SA 1

8.     Federal Aviation Requirements and
       Certificates and Export License . . . . .   8-1    SA 1

9.     Representatives, Inspection,
       Flights and Test Data . . . . . . . . . .   9-1

10.    Assignment, Resale or Lease . . . . . . .  10-1

11.    Termination for Certain Events. . . . . .  11-1

12.    Product Assurance; Disclaimer and
       Release; Exclusion of Liabilities;
       Customer Support; Indemnification
       and Insurance . . . . . . . . . . . . . .  12-1

13.    Buyer Furnished Equipment and
       Spare Parts . . . . . . . . . . . . . . .  13-1

14.    Contractual Notices and Requests. . . . .  14-1

15.    Miscellaneous . . . . . . . . . . . . . .  15-1

TABLES

1.     Aircraft Deliveries and Descriptions. . .   T-1    SA 2

                        TABLE OF CONTENTS

                                                        SA
                                                    Number

EXHIBITS
A           Aircraft Configuration . . . . . . .      SA 1

B           Product Assurance Document . . . . .      SA 1

C           Customer Support Document - Code
            Two - Major Model Difference . . . .      SA 1

C1          Customer Support Document - Code
            Three - Minor Model Difference . . .      SA 1

D           Aircraft Price Adjustments -
            New Generation Aircraft. . . . . . .      SA 1

D1          Airframe and Engine Price 
            Adjustments - Current Generation
            Aircraft . . . . . . . . . . . . . .      SA 1

E           Buyer Furnished Equipment
            Provisions Document. . . . . . . . .      SA 1

F           Defined Terms Document . . . . . . .      SA 1

LETTER AGREEMENTS
1951-1      Not Used . . . . . . . . . . . . . .

1951-2R1    Seller Purchased Equipment . . . . .      SA 1

1951-3R1    Option Aircraft-Model 737-824 
            Aircraft . . . . . . . . . . . . . .      SA 1

1951-4R1    Waiver of Aircraft Demonstration . .      SA 1

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY 
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT 
TO A REQUEST FOR CONFIDENTIAL TREATMENT] . . . .      SA 1

1951-6      Configuration Matters. . . . . . . .          

1951-7R1    Spares Initial Provisioning. . . . .      SA 1

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY 
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT 
TO A REQUEST FOR CONFIDENTIAL TREATMENT] . . . .      SA 1

1951-9      Option Aircraft Model-737-624
            Aircraft . . . . . . . . . . . . . .      SA 1

1951-10     Configuration Matters [CONFIDENTIAL 
            MATERIAL OMITTED AND FILED SEPARATELY 
            WITH THE SECURITIES AND EXCHANGE 
            COMMISSION PURSUANT TO A REQUEST FOR 
            CONFIDENTIAL TREATMENT] - Model 737-624 
            Aircraft . . . . . . . . . . . . . .      SA 1

1951-11     [CONFIDENTIAL MATERIAL OMITTED AND FILED 
            SEPARATELY WITH THE SECURITIES AND EXCHANGE 
            COMMISSION PURSUANT TO A REQUEST FOR 
            CONFIDENTIAL TREATMENT]. . . . . . .      SA 1

RESTRICTED LETTER AGREEMENTS

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

6-1162-MMF-308R1   Disclosure of Confidential. .      SA 1
                   Information

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY   SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT 
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY   SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT 
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY   SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT 
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY   SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT 
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY   SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT 
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY   SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT 
TO A REQUEST FOR CONFIDENTIAL TREATMENT]


SUPPLEMENTAL AGREEMENTS. . . . . . . . . . . . .     DATED AS OF:

Supplemental Agreement No. 1 . . . . . . . . . .          

</TABLE>


                   PURCHASE AGREEMENT NO. 1951

                           Relating to

                    BOEING MODEL 737 AIRCRAFT

                                             


     This Agreement is entered into as of July 23, 1996 by and
between The Boeing Company, a Delaware corporation, with its
principal office in Seattle, Washington (Boeing), and Continental
Airlines, Inc., a Delaware corporation, with its principal office
in Houston, Texas (Buyer).


Accordingly, Boeing and Buyer agree as follows:

ARTICLE 1.     Subject Matter of Sale.

       1.1     The Aircraft.  Boeing will manufacture and deliver
to Buyer and Buyer will purchase and accept delivery from Boeing
the Model 737 aircraft (the Aircraft) described below in the
quantities of the model types shown in Table 1, Aircraft
Deliveries and Descriptions for Model 737 Aircraft, to this
Agreement and manufactured in accordance with the detail
specifications identified below (Detail Specification). 

               1.1.1   Current Generation Aircraft.

                       Model 737-524 Aircraft (the Current
Generation Aircraft) which will be manufactured in accordance
with the Boeing detail specification as described in Exhibit A-4,
and as modified from time to time in accordance with this
Agreement.

               1.1.2   New Generation Aircraft.

                       Model 737-724, Model 737-824 and Model
737-624 Aircraft (the New Generation Aircraft) which will be
manfactured in accordance with the Boeing detail specifications
described in Exhibits A-1, A-2 and A-3, respectively, and as
modified from time to time in accordance with this Agreement.

       1.2     Additional Goods and Services.  In connection with
the sale of the Aircraft, Boeing will also provide to Buyer
certain other things under this Agreement, including data,
documents, training and services, all as described in this
Agreement.

       1.3     Performance Guarantees.  Any performance
guarantees applicable to the Aircraft will be expressly included
in this Agreement.  Where performance guarantees are included in
this Agreement other than within the Detail Specification, such
guarantees will be treated as being incorporated in the Detail
Specification by this reference.  

       1.4     Defined Terms.  For ease of use, certain terms are
treated as defined terms in this Agreement.  Such terms are
identified with a capital letter and set forth and/or defined in
Exhibit F.


ARTICLE 2.     Delivery, Title and Risk of Loss.

       2.1     Time of Delivery.  The Aircraft will be delivered
to Buyer by Boeing, and Buyer will accept delivery of the
Aircraft, in accordance with the schedule set forth in Table 1.

       2.2     Notice of Target Delivery Date.  Boeing will give
Buyer notice of the Target Delivery Date of the Aircraft
approximately 30 days prior to the scheduled month of delivery.

       2.3     Notice of Delivery Date.  Boeing will give Buyer
at least 7 days notice of the delivery date of the Aircraft.  If
an Aircraft delivery is delayed beyond such delivery date due to
the responsibility of Buyer, Buyer will reimburse Boeing for all
costs incurred by Boeing as a result of such delay, including
amounts for storage, insurance, Taxes, preservation or protection
of the Aircraft and interest on payments due.

       2.4     Place of Delivery.  The Aircraft will be delivered
at a facility selected by Boeing in the State of Washington,
unless mutually agreed otherwise.

       2.5     Title and Risk of Loss.  Title to and risk of loss
of an Aircraft will pass from Boeing to Buyer upon delivery of
such Aircraft, but not prior thereto.

       2.6     Bill of Sale.  Upon delivery of an Aircraft Boeing
will deliver to Buyer a bill of sale conveying good title to such
Aircraft, free of any encumbrances.


ARTICLE 3.     Price of Aircraft.

       3.1     Definitions.

               3.1.1   Current Generation Aircraft.

                       3.1.1.1  Special Features are the features
listed in Exhibit A-4 which Buyer has selected for incorporation
in Current Generation Aircraft.

                       3.1.1.2  Base Airframe Price is the
Aircraft Basic Price excluding the price of Special Features and
Engines.

                       3.1.1.3  Engine Price is the price
established by the Engine manufacturer for the Engines installed
on the Aircraft including all accessories, equipment and parts
set forth in Exhibit D-1.

                       3.1.1.4  Aircraft Basic Price is comprised
of the Base Airframe Price, the Engine Price and the price of the
Special Features.

                       3.1.1.5  Economic Price Adjustment is the
adjustment to the Aircraft Basic Price (Base Airframe, Engine and
Special Features) as calculated pursuant to Exhibit D-1.

                       3.1.1.6  Base Airplane Price is the
Aircraft Basic Price excluding the price of Special Features, but
including Engines.

               3.1.2   New Generation Aircraft

                       3.1.2.1  Special Features are the features
listed in Exhibits A-1, A-2 and A-3, which Buyer has selected for
incorporation in New Generation Aircraft.

                       3.1.2.2  Base Airplane Price is the
Aircraft Basic Price excluding the price of Special Features, but
including Engines.

                       3.1.2.3  Aircraft Basic Price is comprised
of the Base Airplane Price and the price of the Special Features.

                       3.1.2.4  Economic Price Adjustment is the
adjustment to the Aircraft Basic Price (Base Airplane and Special
Features) as calculated pursuant to Exhibit D.

       3.2     Aircraft Basic Price.

               3.2.1   Current Generation Aircraft:

                       3.2.1.1  Model 737-524 Aircraft.

                                The Aircraft Basic Price of each
737-524 Aircraft, expressed in July 1995 dollars, is set forth
below:

             Base Airframe Price:       [CONFIDENTIAL MATERIAL
             Special Features           OMITTED AND FILED
             Engine Price               SEPARATELY WITH THE
                                        SECURITIES AND EXCHANGE
             Aircraft Basic Price       COMMISSION PURSUANT TO
                                        A REQUEST FOR
                                        CONFIDENTIAL TREATMENT] 

               3.2.2   New Generation Aircraft.

                       3.2.2.1  Model 737-624 Aircraft.

                                The Aircraft Basic Price of each
737-624 Aircraft, expressed in July 1995 dollars, is set forth
below:

             Base Airplane Price:       [CONFIDENTIAL MATERIAL
             Special Features           OMITTED AND FILED
                                        SEPARATELY WITH THE
             Aircraft Basic Price       SECURITIES AND EXCHANGE
                                        COMMISSION PURSUANT TO
                                        A REQUEST FOR 
                                        CONFIDENTIAL TREATMENT]

                       3.2.2.2  Model 737-724 Aircraft.

                                The Aircraft Basic Price of each
737-724 Aircraft, expressed in July 1995 dollars, is set forth
below:

             Base Airplane Price:       [CONFIDENTIAL MATERIAL
             Special Features           OMITTED AND FILED
                                        SEPARATELY WITH THE
             Aircraft Basic Price       SECURITIES AND EXCHANGE
                                        COMMISSION PURSUANT TO
                                        A REQUEST FOR
                                        CONFIDENTIAL TREATMENT]

                       3.2.2.3  Model 737-824 Aircraft.

                                The Aircraft Basic Price of each
737-824 Aircraft, expressed in July 1995 dollars, is set forth
below:

             Base Airplane Price:       [CONFIDENTIAL MATERIAL
             Special Features           OMITTED AND FILED
                                        SEPARATELY WITH THE
             Aircraft Basic Price       SECURITIES AND EXCHANGE
                                        COMMISSION PURSUANT TO
                                        A REQUEST FOR
                                        CONFIDENTIAL TREATMENT]

       3.3     Aircraft Price.  The total amount that Buyer is to
pay for the Aircraft at the time of delivery (Aircraft Price)
will be established at the time of delivery of such Aircraft to
Buyer and will be the sum of:

               3.3.1   the Aircraft Basic Price, set forth in
Table 1; plus

               3.3.2   the Economic Price Adjustments for the
Aircraft Basic Price, as calculated pursuant to the formulas set
forth in Exhibits D or D-1, as applicable; plus

               3.3.3   other price adjustments made pursuant to
this Agreement or other written agreements executed by Boeing and
Buyer.

       3.4     Advance Payment Base Price.

               3.4.1   Advance Payment Base Price.  For advance
payment purposes, the estimated delivery prices of the Aircraft
have been established, using currently available forecasts of the
escalation factors used by Boeing as of the date of signing this
Agreement.  The Advance Payment Base Price of each Aircraft is
set forth in Table 1.

       3.4.2   Adjustment of Advance Payment Base Prices -
Long-Lead Aircraft.  For Aircraft scheduled for delivery 36
months or more after the date of this Agreement, the Advance
Payment Base Prices appearing in Article 3.4.1 will be used to
determine the amount of the first advance payment to be made by
Buyer on the Aircraft.  No later than 25 months before the
scheduled month of delivery of each affected Aircraft, Boeing
will increase or decrease the Advance Payment Base Price of such
Aircraft as required to reflect the effects of (i) any
adjustments in the Aircraft Basic Price pursuant to this
Agreement and (ii) the then-current forecasted escalation factors
used by Boeing.  Boeing will provide the adjusted Advance Payment
Base Prices for each affected Aircraft to Buyer, and the advance
payment schedule will be considered amended to substitute such
adjusted Advance Payment Base Prices.

ARTICLE 4.     Taxes.

       4.1     Taxes.  Buyer will pay all Taxes imposed by any
domestic or foreign taxing authority arising out of or in
connection with this Agreement or performance pursuant to it.  In
this Agreement, "Taxes" are defined as all taxes, fees, charges
or duties and any interest, penalties, fines, or other additions
to tax, including, but not limited to, sales, use, value added,
gross receipts, stamp, excise, transfer and similar taxes, except
U.S. federal income taxes and Washington State business and
occupation tax imposed on Boeing.

       4.2     Taxes Relating to Buyer Furnished Equipment. 
Buyer is responsible for the proper filing of all tax returns,
reports and declarations and payment of all taxes related to or
imposed on Buyer Furnished Equipment.

       4.3     Reimbursement of Boeing.  Buyer will promptly
reimburse Boeing on demand, net of additional taxes thereon, for
any Taxes that are imposed on and paid by Boeing or for which
Boeing is responsible for collecting.

ARTICLE 5.     Payment.

       5.1     Advance Payment Schedule.  Advance payment for
each Aircraft will be made to Boeing by Buyer as follows:

<TABLE>
<CAPTION>
Due Date of Payment           Amount Due per Aircraft
                                 (Percentage times
                            Advance Payment Base Price)
<S>                         <C>
Upon signing the Agreement                1% (less the
                                             Deposit)

24 months prior to the first              4%
day of the scheduled delivery
month of the Aircraft

21 months prior to the first              5%
day of the scheduled delivery
month of the Aircraft

18 months prior to the first              5%
day of the scheduled delivery
month of the Aircraft

12 months prior to the first              5%
day of the scheduled delivery
month of the Aircraft

9 months prior to the first               5%
day of the scheduled delivery
month of the Aircraft

6 months prior to the first               5%
day of the scheduled delivery
month of the Aircraft                       

     Total                               30%
</TABLE>

       5.2     Advance Payment Adjustment.  For each Aircraft
scheduled for delivery 36 months or more after the date of this
Agreement and for which the Advance Payment Base Price is
adjusted, Buyer will:

               5.2.1   pay the advance payment due 24 months
prior to the scheduled month of delivery for each affected
Aircraft in an amount equal to 5% of an amount equal to the
adjusted Advance Payment Base Price of such Aircraft, after
subtracting the total amount of all Deposits and advance payments
for such Aircraft previously paid to Boeing, and

               5.2.2   use the adjusted Advance Payment Base
Price in determining the amount of remaining advance payments due
Boeing for such Aircraft.

       5.3     Payment at Delivery.  The Aircraft Price, less
Advance Payments received by Boeing, is due on delivery of such
Aircraft to Buyer.

       5.4     Form of Payments.  All payments due hereunder will
be made by Buyer to Boeing by unconditional deposit in a bank
account in the United States designated by Boeing or in other
immediately available funds.  All prices and payments set forth
in this Agreement are in United States Dollars.

       5.5     Monetary and Government Regulations.  Buyer will
be responsible for complying with all monetary control
regulations and for obtaining necessary governmental
authorizations related to payments hereunder.

ARTICLE 6.     Excusable Delay.

       6.1     General.  Boeing will not be liable for or be
deemed to be in default under this Agreement on account of any
delay in delivery of any Aircraft or other performance hereunder
arising out of causes such as:  acts of God; war, armed
hostilities, riots, fires, floods, earthquakes or serious
accidents; governmental acts or failures to act affecting
materials, facilities or Aircraft; strikes or labor troubles
causing cessation, slowdown or interruption of work; damage to an
Aircraft; failure of or delay in transportation; or inability,
after due and timely diligence, to procure materials, systems,
accessories, equipment or parts; or arising out of any other
cause to the extent it is beyond Boeing's control or not
occasioned by Boeing's fault or negligence.  A delay resulting
from such causes is referred to as an "Excusable Delay".

       6.2     Excusable Delay of 12 Months.

               6.2.1   Anticipated Delay.  If Boeing concludes,
based on its appraisal of the facts and normal scheduling
procedures, that due to an Excusable Delay, delivery of an
Aircraft will be delayed more than 12 months beyond the month in
which delivery is scheduled, Boeing will promptly so notify Buyer
in writing and either party may then terminate this Agreement
with respect to such Aircraft by giving written notice to the
other within 15 days after receipt by Buyer of Boeing's notice. 
Failure of a party to terminate the purchase of an Aircraft for
an Excusable Delay pursuant to this paragraph results in a waiver
of that party's right to terminate the purchase of such Aircraft
for any delay in delivery caused by such Excusable Delay.

               6.2.2   Actual Delay.  If, due to an Excusable
Delay, delivery of an Aircraft is delayed for more than 12 months
beyond the month in which delivery is scheduled, and such right
to terminate has not been waived under paragraph 6.2.1, either
party may terminate this Agreement with respect to such Aircraft
by giving written notice to the other within 15 days after the
expiration of such 12-month period.

       6.3     Aircraft Damaged Beyond Repair.  If, prior to
delivery, an Aircraft is destroyed or damaged beyond economic
repair due to any cause, Boeing will promptly notify Buyer in
writing and either party may then terminate this Agreement with
respect to such Aircraft.  If Boeing does not so terminate this
Agreement with respect to such Aircraft, such notice will specify
the earliest date reasonably possible, consistent with Boeing's
other contractual commitments and production capabilities, by
which Boeing will deliver a replacement for such Aircraft.  This
Agreement will thereupon terminate as to such Aircraft, unless
Buyer gives Boeing written notice, within 30 days after receipt
of Boeing's notice, that Buyer desires the proposed replacement
for such Aircraft.

       6.4     Agreement Revision.  If an Aircraft is delayed, or
destroyed or damaged beyond economic repair, and this Agreement
is not terminated pursuant to this Article, this Agreement will
be appropriately revised.

       6.5     Agreement Termination.

               6.5.1   Termination under this Article will
discharge all obligations and liabilities of Boeing and Buyer
hereunder with respect to terminated Aircraft and all related
undelivered items and services, except that Boeing will return to
Buyer, without interest, all advance payments related to such
Aircraft,

               6.5.2   If either party terminates this Agreement
as to any Aircraft pursuant to this Article, Boeing may, upon
written notice to Buyer within 30 days after such termination,
purchase from Buyer any Buyer Furnished Equipment related to such
Aircraft, at the invoice prices paid, or contracted to be paid,
by Buyer.

       6.6     Exclusive Rights.  The termination rights set
forth in this Article are in substitution for any and all other
rights of termination or contract lapse or any other claim
arising by operation of law by virtue of delays in performance
covered by this Article.

ARTICLE 7.     Changes to the Detail Specification.

       7.1     Development Changes.  Boeing may, at its own
expense and without Buyer's consent, incorporate Development
Changes in the Detail Specification and the Aircraft prior to
delivery to Buyer.  Development Changes are defined as changes to
the basic specification for Model
 737-500/-600/-700/-800 aircraft that do not affect the Aircraft
Purchase Price or adversely affect Aircraft delivery, guaranteed
weight, guaranteed performance or compliance with the
interchangeability or replaceability requirements set forth in
the Detail Specification.  If Boeing makes changes Pursuant to
this paragraph, Boeing will promptly notify Buyer of such
changes.

ARTICLE 8.     Federal Aviation Requirements and Certificates.

       8.1     FAA Certificates.

               8.1.1   Boeing will obtain from the Federal
Aviation Administration (FAA):

                       8.1.1.1  a Type Certificate (transport
category) issued pursuant to Part 21 of the Federal Aviation
Regulations for the type of aircraft covered by this Agreement,
and

                       8.1.1.2  a Standard Airworthiness
Certificate for each Aircraft issued pursuant to Part 21 of the
Federal Aviation Regulations, which will be provided to Buyer
with delivery of the Aircraft.

               8.1.2   Boeing will not be obligated to obtain any
other certificates or approvals for the Aircraft.

               8.1.3   If the use of either FAA certificate is
discontinued prior to delivery of an Aircraft, references in this
Agreement to such discontinued certificate will be deemed
references to its superseding FAA certificate.  If the FAA does
not issue a superseding certificate, Boeing's only obligation
under this paragraph will be to comply with the Detail
Specification.

       8.2     FAA Manufacturer Changes.

               8.2.1   If the FAA, or any other governmental
agency having jurisdiction, requires any change to the Aircraft,
data relating to the Aircraft, or testing of the Aircraft in
order to obtain the Standard Airworthiness Certificate
(Manufacturer Change), such Manufacturer Change will be made
prior to delivery of such Aircraft.

               8.2.2   If prior to Aircraft delivery a
Manufacturer Change is required to be incorporated in an
Aircraft, it will be incorporated at no charge to Buyer, unless
the requirement is promulgated subsequent to the date of this
Agreement, in which case Buyer will pay Boeing's charge only for
Aircraft scheduled for delivery to Buyer (a) 18 months or more
after the date of this Agreement or (b) after the date of
Boeing's receipt of the Type Certificate for the Model 737-600/-
700/-800, whichever is later.

       8.3     FAA Operator Changes.

               8.3.1   Boeing will deliver each Aircraft with the
changes in equipment incorporated (or, at Boeing's sole
discretion, with suitable provisions for the incorporation of
such equipment) that is required by Federal Aviation Regulations
which (i) are generally applicable with respect to transport
category aircraft to be used in United States certified air
carriage and (ii) have to be complied with on or before the date
of delivery of such Aircraft (Operator Changes).

               8.3.2   If Operator Changes are incorporated in an
Aircraft, Buyer will pay Boeing's charge applicable to such
Aircraft.

       8.4     Delays; Changes to this Agreement.  If delivery of
an Aircraft is delayed due to the incorporation of a Manufacturer
Change or an Operator Change, the delivery of the Aircraft will
be appropriately revised to reflect such delay.  This Agreement
will also be revised to reflect appropriate changes in the
Aircraft Price, design, performance, weight and balance due to
the incorporation of a Manufacturer Change or an Operator Change.

ARTICLE 9.     Representatives, Inspection,
               Flights and Test Data.

       9.1     Office Space at Boeing.  From a date 12 months
prior to delivery of the first Aircraft, and until the delivery
of the last Aircraft, Boeing will furnish, without additional
charge, suitable office space and equipment in or conveniently
located near its plant in Seattle for the accommodation of up to
three personnel of Buyer.

       9.2     Inspection by Buyer.  Designated representatives
of Buyer may inspect the manufacturing of the Aircraft at all
reasonable times.  However, if access to any part of Boeing's
plant is restricted by the United States Government, Boeing will
be allowed a reasonable time to arrange for inspection elsewhere. 
All inspections by Buyer's representatives will be performed so
as not to hinder manufacture or performance by Boeing.

       9.3     Aircraft Flight.  Prior to delivery, each Aircraft
will be flown by Boeing for such periods as may be required to
demonstrate to Buyer the function of the Aircraft and its
equipment in accordance with Boeing's production flight test
procedures.  The aggregate duration of such flights will be not
less than 1-1/2 hours or more than 4 hours.  Five persons
designated by Buyer may participate in such flights as observers.

       9.4     Test Data.  Boeing will furnish to Buyer, as soon
as practicable, flight test data obtained on an aircraft of the
type purchased hereunder, certified as correct by Boeing, to
evidence compliance with any performance guarantees set forth in
this Agreement.  Any Performance Guarantee will be deemed to be
met if reasonable engineering interpretations and calculations
based on such flight test data establish that the Aircraft would,
if actually flown, comply with such guarantee.

       9.5     Special Aircraft Test Requirements.  Boeing may
use the Aircraft for flight and ground tests prior to delivery to
Buyer, without reduction in the Aircraft Purchase Price, if such
tests are deemed necessary by Boeing to:

               9.5.1  obtain or maintain the Type Certificate or
Standard Airworthiness Certificate for the Aircraft; or

               9.5.2  evaluate aircraft improvement changes that
may be offered for production or retrofit incorporation in any
aircraft.

       9.6     Indemnity.  Boeing will indemnify and hold
harmless Buyer and Buyer's observers from and against all claims
and liabilities, including costs and expenses (including
attorneys' fees) incident thereto, for injury to or death of any
person or persons, including employees of Boeing but excluding
employees, officers or agents of Buyer, or for loss of or damage
to any property, arising out of or in connection with the
operation of the Aircraft during all demonstration and test
flights conducted under the provisions of this Article, whether
or not arising in tort or occasioned in whole or in part by the
negligence of Buyer or any of Buyer's observers, whether active,
passive or imputed.

ARTICLE 10.    Assignment, Resale or Lease.

       10.1    Assignment.  This Agreement will inure to the
benefit of and be binding upon each of the parties hereto and
their respective successors and assigns.  Neither the rights nor
the duties of either party under this Agreement may be assigned
or delegated, or contracted to be assigned or delegated, in whole
or part, without the prior written consent of the other party,
except that:

               10.1.1  Either party may assign its interest to a
corporation that (i) results from any merger or reorganization of
such party or (ii) acquires substantially all the assets of such
party;

               10.1.2  Boeing may assign its rights to receive
money; and

               10.1.3  Boeing may assign all or any part of its
rights and obligations under this Agreement to any wholly owned
subsidiary of Boeing, provided that Boeing will remain fully and
solely responsible to Buyer for all obligations and liabilities
as the seller of the Aircraft, and Buyer will continue to deal
exclusively with Boeing.

       10.2    Transfer by Buyer at Delivery.  Buyer may, and at
Buyer's request Boeing will, take any action reasonably required
for the purpose of causing an Aircraft, at time of delivery, to
be subjected to an equipment trust, conditional sale, lien or
other arrangement for the financing by Buyer of such Aircraft. 
No action taken by either party pursuant to this paragraph,
however, will require Boeing to divest itself of title to or
possession of such Aircraft until delivery and payment therefor
pursuant to this Agreement.

       10.3    Sale by Buyer After Delivery.  If, following
delivery of any Aircraft, Buyer sells such Aircraft (including
any sale for financing purposes), then all of Buyer's rights with
respect to such Aircraft under this Agreement will inure to the
benefit of the purchaser of such Aircraft, effective upon
Boeing's receipt of such purchaser's express written agreement,
in form satisfactory to Boeing, to be bound by and to comply with
all applicable terms, conditions and limitations of this
Agreement.

       10.4    Lease by Buyer After Delivery.  If, following
delivery of any Aircraft, Buyer leases such Aircraft, Buyer will
not assign to the lessee of such Aircraft any rights under this
Agreement without Boeing's prior written consent, which consent
will not be unreasonably withheld.

       10.5    No Increase in Boeing Liability.  No action taken
by Buyer or Boeing relating to the assignment, resale or lease of
any Aircraft or this Agreement will subject Boeing to any
liability beyond that in this Agreement or modify in any way
Boeing's obligations under this Agreement.

       10.6    Exculpatory or Indemnity Clause in Post-Delivery
Sale or Lease.  If, following delivery of an Aircraft, Buyer
sells or leases such Aircraft and obtains from the transferee an
exculpatory or indemnity clause protecting Buyer, Buyer will
include the same protection for Boeing.

ARTICLE 11.    Termination for Certain Events.

       11.1    Termination.  This Agreement may be terminated at
any time with regard to undelivered Aircraft and items and
unperformed services by notice in writing by either party hereto
if the other party:

               11.1.1  Ceases doing business as a going concern,
suspends all or substantially all its business operations, makes
an assignment for the benefit of creditors, is insolvent, or
generally does not pay its debts, or admits in writing its
inability to pay its debts; or

               11.1.2  Petitions for or acquiesces in the
appointment of any receiver, trustee or similar officer to
liquidate or conserve its business or any substantial part of its
assets; commences any legal proceeding such as insolvency,
bankruptcy, reorganization, readjustment of debt, dissolution or
liquidation available for the relief of financially distressed
debtors; or becomes the object of any such proceeding, unless
such proceeding is dismissed or stayed within a reasonable
period, not to exceed 60 days.

       11.2    Repayment of Advance Payments.  If this Agreement
is terminated with regard to any Aircraft by Buyer under this
Article, Boeing will repay to Buyer, without interest, any
advance payments received by Boeing from Buyer with respect to
such Aircraft.

ARTICLE 12.    Product Assurance; Disclaimer and Release;
               Exclusion of Liabilities; Customer Support;
               Indemnification and Insurance.

       12.1    Product Assurance.  Boeing and Buyer are bound by
the provisions of Exhibit B hereto (Product Assurance Document).

       12.2    DISCLAIMER AND RELEASE.  THE WARRANTIES,
OBLIGATIONS AND LIABILITIES OF BOEING AND THE REMEDIES OF BUYER
SET FORTH IN THE PRODUCT ASSURANCE DOCUMENT ARE EXCLUSIVE AND IN
SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND
RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF
BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST
BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH
RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER
THING PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED
TO:

               (A)     ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
                       FITNESS;

               (B)     ANY IMPLIED WARRANTY ARISING FROM COURSE
                       OF PERFORMANCE, COURSE OF DEALING OR USAGE
                       OF TRADE;

               (C)     ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
                       REMEDY IN TORT, WHETHER OR NOT ARISING
                       FROM THE NEGLIGENCE OF BOEING (WHETHER
                       ACTIVE, PASSIVE OR IMPUTED); AND

               (D)     ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
                       REMEDY FOR LOSS OF OR DAMAGE TO ANY
                       AIRCRAFT.

       12.3    EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. 
BOEING WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN
CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR
IMPUTED NEGLIGENCE) OR OTHERWISE, FOR LOSS OF USE, REVENUE OR
PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH
RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER
THING PROVIDED UNDER THIS AGREEMENT.

       12.4    Definitions.  For the purposes of this Article,
the term "BOEING" means The Boeing Company, its divisions,
subsidiaries and affiliates, the assignees of each, and their
directors, officers, employees and agents.

       12.5    Customer Support and Indemnification; Insurance. 
Boeing and Buyer are bound by the provisions of Exhibit C hereto
(Customer Support Document), which includes indemnification and
insurance requirements related to the use of Customer Support
Services.

ARTICLE 13.    Buyer Furnished Equipment and Spare Parts.

       13.1    Buyer Furnished Equipment.  Boeing and Buyer are
bound by the provisions of Exhibit E (Buyer Furnished Equipment
Document), which includes indemnification requirements related to
Buyer Furnished Equipment.

       13.2    Purchase of Boeing Spare Parts.  Boeing will sell
to Buyer and Buyer will purchase from Boeing materials, spare
parts, assemblies, tools and items of equipment relating to the
Aircraft pursuant to Customer Services General Terms Agreement
No. 24-1.

ARTICLE 14.    Contractual Notices and Requests.

       All notices and requests relating to this Agreement will
be in English, and may be transmitted by any customary means of
written communication addressed as follows:

       Buyer:          Continental Airlines, Inc.
                       2929 Allen Parkway
                       Suite 2010
                       Houston, TX 77019

                       Attention:  Sr. V.P. Fleet Management 

       Boeing:         Boeing Commercial Airplane Group
                       P.O. Box 3707
                       Seattle, Washington 98124-2207
                       U.S.A.

                       Attention:  Vice President - Contracts
                                   Mail Stop 75-38

or to such other address as specified elsewhere herein or as
otherwise directed in writing by either party.  The effective
date of any such notice or request will be the date on which it
is received by the addressee.

ARTICLE 15.    Miscellaneous.

       15.1    Government Approval.  Boeing and Buyer will use
their best reasonable efforts to assist each other in obtaining
any United States Governmental agency consents or approvals
necessary or appropriate to effect certification and sale of the
Aircraft under this Agreement.

       15.2    Headings.  Article and paragraph headings used in
this Agreement are for convenient reference only and are not
intended to affect the interpretation of this Agreement.

       15.3    Entire Agreement; Amendments.  This Agreement
contains the entire agreement between the parties concerning the
subject matter hereof and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral
or written.  This Agreement may be changed only in writing signed
by authorized representatives of Boeing and Buyer, except in the
case of certain changes permitted or required by this Agreement.

       15.4    GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY
THE LAW OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF
WASHINGTON'S CONFLICTS OF LAWS RULES.

       15.5    Negotiated Agreement.  This Agreement, including
the provisions of Article 12 relating to DISCLAIMER AND RELEASE,
the Exclusion of Consequential and Other Damages, and the
provisions relating to indemnification and insurance set forth in
this Agreement, has been the subject of discussion and
negotiation and is fully understood by the parties; the Aircraft
Purchase Price and other agreements of the parties set forth in
this Agreement were arrived at in consideration of such
provisions.


                    *************************



CONTINENTAL AIRLINES, INC.     THE BOEING COMPANY



By /s/ Brian Davis             By /s/ M. Monica Fix       

Its V.P. Fleet Management      Its Attorney-in-Fact       

                           Table 1 to

                     Purchase Agreement 1951

              Aircraft Deliveries and Descriptions

                       Model 737 Aircraft


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


                     AIRCRAFT CONFIGURATION

                     Dated October 10, 1996

                           relating to

                  BOEING MODEL 737-624 AIRCRAFT

                           Exhibit A-3


     The Detail Specification is Boeing Detail Specification
D6-38808-62 dated as of even date herewith.  Such Detail
Specification will be comprised of Boeing Configuration
Specification D6-38808 Revision F dated March 8, 1996 as amended
to incorporate the applicable specification language to reflect
the effect of the changes set forth in the Change Requests listed
in the Attachment to this Exhibit A-3, including the effects of
such changes on Manufacturer's Empty Weight (MEW) and Operating
Empty Weight (OEW).  Such Change Requests are set forth in Boeing
Document D6-39060.  As soon as practicable, Boeing will furnish
to Buyer copies of the Detail Specification, which copies will
reflect the effect of such changes.  The Aircraft Basic Price
will reflect and include all effects of such changes of price
upon configuration completion by no later than December 31, 1996,
except such Aircraft Basic Price will not include the price
effects of Change Requests changing Buyer Furnished Equipment to
Seller Purchased Equipment.




The Attachment to this Exhibit will be defined by Boeing and
Buyer at a later date.

                     AIRCRAFT CONFIGURATION

                     Dated October 10, 1996

                           relating to

                  BOEING MODEL 737-524 AIRCRAFT

                           Exhibit A-4


     The Detail Specification is Boeing Detail Specification
D6-38606-11, Revision F dated March 1, 1996.  Such Detail
Specification will be comprised of Boeing Configuration
Specification D6-38606 Revision J dated October 17, 1994 as
amended to incorporate the applicable specification language to
reflect the effect of the changes set forth in the Change
Requests listed in the Attachment to this Exhibit A-4, including
the effects of such changes on Manufacturer's Empty Weight (MEW)
and Operating Empty Weight (OEW).  Such Change Requests are set
forth in Boeing Document D6-77072.  As soon as practicable,
Boeing will furnish to Buyer copies of the Detail Specification,
which copies will reflect the effect of such changes.  The
Aircraft Basic Price will reflect and include all effects of such
changes of price upon configuration completion by September 3,
1996, except such Aircraft Basic Price will not include the price
effects of Change Requests changing Buyer Furnished Equipment to
Seller Purchased Equipment.

                                                       Exhbit A-4
                                                           Page 1


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH TEH
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]






                   PRODUCT ASSURANCE DOCUMENT

                             between

                       THE BOEING COMPANY

                               and

                   CONTINENTAL AIRLINES, INC.





           Exhibit B to Purchase Agreement Number 1951


               PRODUCT ASSURANCE DOCUMENT NO. 1951

                       Dated July 23, 1996

                           Relating to

                    BOEING MODEL 737 AIRCRAFT

                                          


     This Product Assurance Document is Exhibit B to and forms a
part of Purchase Agreement No. 1951 between The Boeing Company
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to the
purchase of Boeing Model 737 aircraft.  This Product Assurance
Document consists of the following parts:


       PART A      Boeing Warranty

       PART B      Warranty Repairs and Modifications by Buyer

       PART C      Boeing Service Life Policy

       PART D      Boeing Indemnity Against Patent Infringement

       PART D-1    Boeing Indemnity Against Copyright
                   Infringement

       PART E      Supplier Warranties and Patent Indemnities

       PART F      Engine Manufacturer Warranties

       PART G      Boeing Interface Commitment

       PART H      General

                             PART A

                         BOEING WARRANTY


1.      Warranties.

        Subject to the exceptions set forth herein, Boeing
warrants that, at the time of delivery, each Aircraft, including
all installed systems, accessories, equipment and parts, will:

        1.1     conform to the Detail Specification, as it may be
changed pursuant to this Agreement, except such portions  stated
to be estimates, approximations, design objectives, or design
criteria, or described as not guaranteed;

        1.2     be free from defects in material and workmanship,
including process of manufacture; and

        1.3     be free from defects in design, including
selection of (i) materials and (ii) process of manufacture, in
view of the state of the art at the time of design.

        For purposes of this Boeing Warranty, nonconformance with
the Detail Specification, defects in material or workmanship and
defects in design may hereinafter be called "defects" or a
"defect", and the term "system", "accessory", "equipment" or
"part" may hereinafter be called "item" or "items."

2.      Exceptions.

        The warranties above will not apply to BFE.  The warranty
above covering material and workmanship and the warranty above
covering design will not apply to Engines or to any other item
purchased by Boeing but not manufactured to Boeing's detailed
design.  However, any defect in the Boeing workmanship installing
such BFE, Engines or other items in an Aircraft will constitute a
defect in workmanship covered by such warranties.

3.      Survival of Warranties.

        Neither the warranty of conformance to the Detail
Specification applicable to Engines and other items purchased by
Boeing but not manufactured to Boeing's detailed design, nor any
Performance Guarantees, will survive delivery of the Aircraft. 
The remaining warranties set forth herein will survive delivery
of the Aircraft, subject to the limitations and conditions set
forth herein.

4.      Warranty Periods and Claims.

        4.1     The warranty periods are:

                4.1.1   As to a defect in conformance to the
Detail Specification of New Generation Aircraft, 48 months after
delivery of each Aircraft; or as to defect in conformance to the
Detail Specification of Current Generation Aircraft, 36 months
after delivery of each Aircraft, and

                4.1.2   As to a defect in material, workmanship
or design in any item,  48 months after delivery of each New
Generation Aircraft or 36 months after delivery of each Current
Generation Aircraft in which such item was initially installed.

        4.2     Boeing's Product Assurance Regional Manager at
Renton, Washington must receive the warranty claim in writing at
the earliest practicable time after the defect becomes apparent
but in no event later than 90 days after expiration of the
applicable warranty period.

        4.3     Such warranty claim must include the data set
forth below and, if requested by Boeing, reasonable evidence that
the claimed defect did not result from any act or omission of
Buyer.

                4.3.1   Identity of the item or Aircraft
involved, including Boeing part number, serial number if
applicable, nomenclature and the quantity claimed to be
defective;

                4.3.2   Identity of the Aircraft on which the
claimed item was installed as original equipment;

                4.3.3   Date the claimed defect became apparent
which will be the date such defect was discovered by Buyer or the
warranty date set forth in a Boeing service bulletin or service
letter, whichever date occurs first; and

                4.3.4   Description of the claimed defect and
circumstances, including Boeing service bulletin or Boeing
service letter number if claim involves a service bulletin or
letter.

        4.4     Upon completion of Boeing's warranty claim
investigation, performed within a reasonable time period,
including examination of any item or Aircraft returned to Boeing,
Boeing will provide a written disposition of its warranty claim
findings to Buyer.  In the event Boeing must reject Buyer's
warranty claim, Boeing will provide reasonable substantiation of
such rejection in its disposition.

5.      Remedies.

        Buyer's remedies under this Boeing Warranty are as
follows:

        5.1     As to a defect in conformance to the Detail
Specification, the correction at Boeing's expense of such defect;
provided, however, that Boeing will not be obligated to correct
any defect that has no material adverse effect on the
maintenance, use or operation of the Aircraft.  The warranty
period for the corrected item will be the unexpired warranty
period for the defective item.

        5.2     As to a defect in material or workmanship,
(i) the repair at Boeing's expense of such defect or, (ii) at
Boeing's option, the replacement of such item with a similar item
free from defect or the issuance of a credit memorandum to
reimburse Buyer for a spare part previously purchased from Boeing
as the replacement for such defective item.  The warranty period
for either correction will be the unexpired warranty period for
the defective item.

        5.3     As to a defect in design, the correction at
Boeing's expense of such defect.  The warranty period for such
correction is 18 months from receipt by Buyer of corrective
material or the end of the original design warranty period for
the defective item, whichever is later.

        5.4     Boeing will issue a credit memorandum to
reimburse Buyer at the Warranty Labor Rate for the direct labor
hours required for removal from the Aircraft of a defective item
and the reinstallation in the Aircraft of the corrected item.

6.      Returned Items.

        Unless otherwise provided in this Agreement, the Aircraft
or item claimed to be defective must be returned to Boeing as
soon as practicable.  Buyer may also provide specific technical
repair or correction instructions with such return.  The absence
of such instructions will evidence Buyer's authorization for
Boeing to proceed using Boeing information and data.  The
following criteria will apply with respect to return of Aircraft
or items to Boeing:

        6.1     As to Aircraft:

                6.1.1   An Aircraft may be returned only if

                        6.1.1.1  substantially all the work to be
performed by Boeing is covered by this Boeing Warranty, and

                        6.1.1.2  Buyer does not have the
capability to perform, nor is it practical for Boeing personnel
to perform, the warranty work away from Boeing's facilities.

                6.1.2   All warranty work will be performed at
Boeing's expense, with reasonable efforts to minimize Aircraft
out-of-service time.  In addition, Boeing will reimburse Buyer by
issuing a credit memorandum for the cost of fuel, oil and landing
fees incurred in ferrying the Aircraft to Boeing's facilities and
in ferrying the Aircraft back to Buyer's facilities.  Buyer will
minimize the length of both ferry flights.

                6.1.3   Any nonwarranty work performed by Boeing
will be paid for by Buyer at Boeing's then-standard rates.

                6.1.4   A separate agreement based on Boeing's
then-standard form will be entered into to cover the return of
and work on such Aircraft.

        6.2     As to any system, accessory, equipment or part:

                6.2.1   All warranty work will be performed at
Boeing's expense, with reasonable efforts to minimize item
out-of-service time for items returned.

                6.2.2   Boeing's turnaround-time objectives for
repair or replacement are: 10 working days for avionic and
electronic items and 30 working days for other items when
corrected at Boeing's facilities, or 40 working days when
corrected at the facilities of a Boeing subcontractor. 
Turnaround time starts the date Boeing receives the returned
item, together with Buyer's warranty claim describing the work,
and ends the date of shipment by Boeing of such item.  If a
turnaround-time objective is not achieved and a resultant
critical parts shortage is experienced by Buyer, and Buyer has
procured spare parts for such item in accordance with the Boeing
Recommended Spare Parts List, Boeing will, upon request from
Buyer, either:

                        6.2.2.1  expedite repair or replacement
of the item or

                        6.2.2.2  provide a similar item on a
no-charge loan or no-charge lease basis until the repaired or
replaced item is provided to Buyer.

                6.2.3   The freight charge for shipment to Boeing
of any item will be paid by Buyer; however, Boeing will reimburse
Buyer by issuing a credit memorandum for such charge for any item
determined to be defective under this Boeing Warranty.  The
freight charge for the return shipment to Buyer of any such
defective item which has been repaired, replaced or corrected
pursuant to this Boeing Warranty will be paid by Boeing.

        6.3     Title to and risk of loss of any Aircraft or item
returned to Boeing will at all times remain with Buyer and/or any
other owner of such Aircraft or item, except that at the time
Boeing ships a replacement item to Buyer, title to and risk of
loss (i) for the returned item will pass to Boeing and (ii) for
the replacement item will pass to Buyer.  While Boeing has care,
custody and control of an Aircraft or item, Boeing will have only
such liabilities as a bailee for mutual benefit would have, but
will not be liable for loss of use.

7.      Nonrepairable Items.

        Buyer may scrap any defective nonrepairable item having a
then-current Boeing spare part selling price of $2,000 or less
and make a claim for a replacement item.  For a defective
nonrepairable item having a then-current Boeing spare part
selling price greater than $2,000, an authorized Boeing
representative must confirm the nonrepairability of any such
item.  Boeing will display best efforts to have such Boeing
representative available within 30 days.  Buyer's claim for an
item with a spare part selling price exceeding $2,000 must
include such confirmation.

8.      Reimbursement for Certain Inspection Labor Costs.

        8.1     In addition to the remedies set forth in this
Boeing Warranty, Boeing will reimburse Buyer by issuing a credit
memorandum at the Warranty Labor Rate for the direct labor hours
expended by Buyer in performing inspections of the Aircraft to
determine whether or not a covered defect exists in any system,
accessory, equipment or part manufactured to Boeing's detailed
design, provided that:

                8.1.1   such inspections are recommended by a
Boeing service bulletin or service letter issued by Boeing within
48 months after delivery of such New Generation Aircraft or 36
months after delivery of such Current Generation Aircraft, and

                8.1.2   such reimbursement will not apply to any
inspections performed as an alternative to accomplishing
corrective action when such corrective action is available to
Buyer at the time such inspections are performed.

        8.2     If a covered defect is determined to exist as a
result of the foregoing inspections, the remedies under this
Boeing warranty will apply to Aircraft in warranty as of the
warranty date set forth in the applicable Boeing service bulletin
or service letter or the date the defect was discovered by Buyer,
whichever date occurs first.

9.      Wear and Tear.

        Normal wear and tear and the need for regular maintenance
and overhaul will not constitute a defect.

10.     Disclaimer and Release; Exclusion of Liabilities.

        This Part A and the rights and remedies of Buyer and
obligations of Boeing herein are subject to the Disclaimer and
Release and Exclusion of Consequential and Other Damages
provisions of Article 12 of this Agreement.

11.     Buyer's Indemnification of Boeing.

        The provisions of Part E, "Buyer's Indemnification of
Boeing and Insurance" of Exhibit C, will apply to all warranty
work performed by Boeing hereunder in accordance with Buyer's
specific technical repair or correction instructions, to the
extent any legal liability of Boeing is based upon the content of
such instructions.

                             PART F1

             Relating to Current Generation Aircraft

                 ENGINE MANUFACTURER'S WARRANTY
                    AND PRODUCT SUPPORT PLAN


Boeing has obtained from CFM International, Inc. (CFM) the right
to extend to Buyer the provisions of CFM's New Engine Warranty
set forth in CFM's "CFM56 Product Support Plan"; subject,
however, to Buyer's acceptance of the conditions set forth herein
and in such product support plan.  Accordingly, Boeing hereby
extends to Buyer, and Buyer hereby accepts, the provisions of
such CFM warranty and such provisions shall apply to CFM56
turbo-fan engines installed in the Aircraft at the time of
delivery to Buyer except that, if Buyer and CFM have executed a
General Terms Agreement, then the terms of that Agreement shall
be substituted for and supersede the below-stated provisions and
such provisions shall be of no force or effect and neither Boeing
nor CFM shall have any obligation arising therefrom.  In
consideration for such extension, Buyer hereby releases and
discharges Boeing from any and all claims, obligations and
liabilities whatsoever arising out of the purchase or use of said
installed CFM56 engines and releases and discharges CFM from any
and all claims, obligations and liabilities whatsoever arising
out of the purchase or use of said installed CFM56 engines except
as expressly assumed by CFM in such Product Support Plan or in
such General Terms Agreement between Buyer and CFM.

                CFM INTERNATIONAL, INC. WARRANTY

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

                             PART F2
               Relating to New Generation Aircraft

                 ENGINE MANUFACTURER'S WARRANTY
                    AND PRODUCT SUPPORT PLAN


        Boeing has obtained from CFM International, Inc. (CFMI)
the right to extend to Buyer the provisions of CFMI's warranty as
set forth below (herein referred to as the "Warranty"); subject,
however, to Buyer's acceptance of the conditions set forth
herein.  Accordingly, Boeing hereby extends to Buyer and Buyer
hereby accepts the provisions of CFMI's Warranty as hereinafter
set forth, and such Warranty shall apply to all CFM56-7 type
Engines (including all Modules and Parts thereof) installed in
the Aircraft at the time of delivery or purchased from Boeing by
Buyer for support of the Aircraft except that, if Buyer and CFMI
or CFM International, S.A. have executed, or hereafter execute, a
General Terms Agreement, then the terms of that Agreement shall
be substituted for and supersede the provisions of Paragraphs 1
through 10 below and Paragraphs 1 through 10 below shall be of no
force or effect and neither Boeing nor CFMI shall have any
obligation arising therefrom.  In consideration for Boeing's
extension of the CFMI Warranty to Buyer, Buyer hereby releases
and discharges Boeing from any and all claims, obligations and
liabilities whatsoever arising out of the purchase or use of such
CFM56-7 type Engines and Buyer hereby waives, releases and
renounces all its rights in all such claims, obligations and
liabilities.  In addition, Buyer hereby releases and discharges
CFMI from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CFM56-7
type Engines except as otherwise expressly assumed by CFMI or CFM
International, S.A. in such CFMI Warranty or General Terms
Agreement between Buyer and CFMI or CFM International, S.A. and
Buyer hereby waives, releases and renounces all its rights in all
such claims, obligations and liabilities.

                CFMI INTERNATIONAL INC. WARRANTY


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]



                CODE TWO -MAJOR MODEL DIFFERENCES


                    CUSTOMER SUPPORT DOCUMENT

                             between

                       THE BOEING COMPANY

                               and

                   CONTINENTAL AIRLINES, INC.





           Exhibit C to Purchase Agreement Number 1951


               CUSTOMER SUPPORT DOCUMENT NO. 1951


                     Dated October 10, 1996


                           Relating to


             BOEING MODEL 737-624/-724/-824 AIRCRAFT



        This Customer Support Document is Exhibit C to and forms
a part of Purchase Agreement No. 1951 between The Boeing Company
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to the
purchase of Boeing Model 737-624/-724/-824 aircraft.  This
Customer Support Document consists of the following parts:


        PART A  Boeing Maintenance Training Program

        PART B  Boeing Customer Support Services

        PART C  Boeing Flight Training Program

        PART D  Technical Data and Documents

        PART E  Buyer's Indemnification of Boeing and Insurance

        PART F  Alleviation or Cessation of Performance



              CODE THERE - MINOR MODEL DIFFERENCES




                    CUSTOMER SUPPORT DOCUMENT


                             between

                       THE BOEING COMPANY

                               and

                   CONTINENTAL AIRLINES, INC.






          Exhibit C1 to Purchase Agreement Number 1951

               CUSTOMER SUPPORT DOCUMENT NO. 1951

                     Dated October 10, 1996

                           Relating to

                  BOEING MODEL 737-524 AIRCRAFT


                                          


        This Customer Support Document is Exhibit C1 to and forms
a part of Purchase Agreement No. 1951 between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to the
purchase of Boeing Model 737-524 aircraft.  This Customer Support
Document consists of the following parts:


       PART A    Boeing Maintenance Training Program

       PART B    Boeing Customer Support Services

       PART C    Boeing Flight Training Program

       PART D    Technical Data and Documents

       PART E    Buyer's Indemnification of Boeing and Insurance

       PART F    Alleviation or Cessation of Performance

                             PART A

               BOEING MAINTENANCE TRAINING PROGRAM


1.    General.

      This Part describes the maintenance training to be provided
by Boeing (Maintenance Training) at Boeing's training facility at
or near Seattle.  The Maintenance Training will be provided at no
additional charge to Buyer, except as otherwise provided herein.

All instruction, examinations and materials shall be prepared and
presented in the English language and in the units of measure
used by Boeing.  

Buyer will be responsible for the living expenses of Buyer's
personnel during Maintenance Training.  For Maintenance Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.

2.    Maintenance Training Program.

      In conjunction with earlier sales to Buyer of the same
model type aircraft as the Aircraft, Boeing has provided to Buyer
comprehensive maintenance training and/or materials for such
aircraft.  If requested by Buyer at least 12 months prior to
delivery of the first Aircraft, Boeing agrees to provide 1
Maintenance Training course consisting of classroom training to
acquaint up to 15 of Buyer's personnel with any operational,
structural or systems differences between the first Aircraft
scheduled for delivery pursuant to this Agreement and the last
aircraft of the same model type for which maintenance training
and/or materials were delivered by Boeing to Buyer that are
significant to the maintenance of the Aircraft.  Such course will
be scheduled by mutual agreement of Boeing's and Buyer's
maintenance training organizations. 

3.    Training Materials.

      Boeing will provide Buyer with a narrative description
defining the expected time to teach the various differences
between the first Aircraft scheduled for delivery pursuant to
this agreement and the last aircraft of the same model type for
which maintenance training and/or materials were delivered by
Boeing to Buyer.

If Buyer chooses to have Boeing provide a differences Maintenance
Training course, Boeing will provide at the beginning of the
course, 1 copy of a training manual for the differences training
course to each student attending such course.  Boeing will also
provide to the Buyer 1 set of visual aid projection
transparencies and 1 set of black and white reproducible masters
of the training manual graphics and text utilized in the
Maintenance Training class.  No revision service will be provided
for such training manuals and materials.

If Buyer chooses not to have Boeing provide a differences
Maintenance Training course, Boeing will provide to Buyer at
Buyer's direction, 1 set of visual aid projection transparencies
and 1 set of black and white reproducible masters of the training
manual graphics and text that would have been utilized in a
differences Maintenance Training class.  Delivery of requested
materials will satisfy difference training entitlements as
defined herein.  No revision service will be provided for such
training manuals and materials.

4.    Training at a Facility Other Than Boeing's.

      If seasonably requested, Boeing will conduct the classroom
training described above at a mutually acceptable alternate
training site, subject to the following conditions:

      4.1   Buyer will be responsible for providing acceptable
classroom space and training equipment required to present the
Boeing courseware.

      4.2   Buyer will pay Boeing's then-current per diem charge
for each Boeing instructor for each day, or fraction thereof,
such instructor is away from Seattle, including travel time.

      4.3   Buyer will reimburse Boeing for round-trip
transportation for Boeing's instructors and training materials
between Seattle and such alternate training site.

      4.4   Buyer will pay, or reimburse Boeing for, all taxes,
fees, duties, licenses, permits and similar expenses incurred by
Boeing and its employees as a result of Boeing's providing the
training at such alternate site.

      4.5   Those portions of training that require the use of
Boeing's training devices, if any, will be conducted at Boeing-
designated facilities.

                             PART B

                BOEING CUSTOMER SUPPORT SERVICES


1.    General.

      This Part describes the support services to be provided by
Boeing at no additional charge to Buyer, unless otherwise
specified herein.  Except with respect to Field Services, the
services described in this Part will be provided by Boeing during
a period commencing with delivery of the first Aircraft and
continuing so long as one Aircraft is regularly operated by Buyer
in commercial air transport service.

2.    Field Service Engineering.

      Boeing will furnish field service representation to advise
Buyer on maintenance and operation of the Aircraft (Field
Services) as follows:

      2.1   Field Services will be available to Buyer at or near
Buyer's main maintenance or engineering facility for a period
beginning prior to delivery of each Aircraft and terminating 12
months after delivery of the Aircraft (Field Service Period(s)). 
If such Field Service Periods overlap, the Field Services will be
provided concurrently. 

      2.2   Buyer will furnish at no charge to Boeing suitable
office space and equipment that will include desks, chairs, file
cabinets and an electrical power source in, or convenient to,
Buyer's facility where each/any Boeing representative is
providing Field Services.  As required, Buyer will assist each
representative providing Field Services with visas, work permits,
customs, mail handling, identification passes, and local airport
authorities.

      2.3   In addition to the Field Services referred to above,
the services of any Boeing field service representative will also
be available to Buyer anywhere Buyer may land the Aircraft.

      2.4   Boeing may, from time to time, provide additional
support services in the form of Boeing personnel visiting Buyer's
facilities to work with Buyer's personnel in an advisory
capacity.

3.    Additional Engineering Support Services.

      Boeing will, if requested by Buyer in writing, provide
technical advisory assistance with respect to the Aircraft and
accessories, equipment and parts manufactured to Boeing's
detailed design and installed in the Aircraft at the time of
delivery.  Such technical advisory assistance, which will be
provided from Seattle, will include:

      3.1   analysis of and comment on any Aircraft service or
operational problem experienced by Buyer in order to determine
the nature of the problem and its cause and to suggest possible
solutions;

      3.2   analysis of and comment on Buyer's engineering
releases relating to structural repairs of the Aircraft not
covered by Boeing's Structural Repair Manual; and

      3.3   analysis of and comment on Buyer's engineering
proposals for changes in, or replacement of, parts, accessories
or equipment manufactured to Boeing's detailed design (excluding
computer software embedded or included therein); provided that
Boeing will not analyze or comment on any such change or
replacement which constitutes a major structural change, nor on
any engineering release related thereto, unless Buyer's request
for such analysis and comment is accompanied by complete detailed
drawings, substantiating data (including data, if any, required
by applicable government agencies), all stress or other
appropriate analysis, and a specific statement from Buyer of the
kind of review and response desired by Buyer.

4.    Special Services.

      4.1   Facilities, Ground Equipment and Maintenance Planning
            Assistance.

            Boeing will, at Buyer's request, send qualified
Boeing engineering representatives to Buyer's main base to
evaluate Buyer's technical facilities, tools and equipment for
servicing and maintaining the Aircraft, to recommend changes
where necessary and to assist in the formulation of Buyer's
overall maintenance plan.

      4.2   Additional Services.

            Boeing may, at Buyer's request, provide additional
special services with respect to the Aircraft after delivery,
which may include such items as Master Changes (Kits and/or
Data), training and maintenance and repair of the Aircraft. 
Providing such additional services will be subject to (i)
mutually acceptable price, schedule and scope of work and (ii)
Boeing's then-current standard contract therefor including
disclaimer and release, exclusion of consequential and other
damages and indemnification and insurance requirements.

      4.3   Post-Delivery Aircraft Services.

            If Boeing performs unanticipated work on an Aircraft
after delivery of such Aircraft, but prior to its initial
departure flight, or upon its return to Boeing's facilities prior
to completion of such flight, the following provisions will
apply:

            4.3.1Title to and risk of loss of any such Aircraft
will at all times remain with Buyer.

            4.3.2The provisions of the Boeing Warranty set forth
in Exhibit B of this Agreement will apply to such work.

            4.3.3Buyer will reimburse Boeing for such work to the
extent not covered by the Boeing Warranty applicable to the
Aircraft.

            4.3.4The Disclaimer and Release and Exclusion of
Consequential and Other Damages provisions set forth in Article
12 of this Agreement and the indemnification and insurance
provisions set forth in this Exhibit C will apply to such Boeing
work.

            4.3.5In performing such work, Boeing may rely upon
the commitment authority of Buyer's personnel requesting such
work.

5.    Additional Informational Services.

      Boeing may, from time to time, provide Buyer with
additional services in the form of information about the Aircraft
or other aircraft of the same type, including information
concerning design, manufacture, operation, maintenance,
modification, repair and in-service experience.

                             PART C

                 BOEING FLIGHT TRAINING PROGRAM


1.    General.

      This Part describes the flight training to be provided by
Boeing (Flight Training) at or near Seattle, or at some other
location to be determined pursuant to this Part.  The Flight
Training will be provided at no additional charge to Buyer,
except as otherwise provided herein.

All instruction, examinations and materials will be prepared and
presented in the English language and in the units of measure
used by Boeing.

Buyer will be responsible for the living expenses of Buyer's
personnel during the Flight Training Program.  For Flight
Training provided at or near Seattle, Boeing will transport
Buyer's personnel between their local lodging and the training
facility.

2.    Flight Training Program.

      In conjunction with earlier sales to Buyer of aircraft of
the same model type as the Aircraft, Boeing has provided to Buyer
comprehensive flight training for such aircraft.  If requested by
Buyer at least 12 months prior to delivery of the first Aircraft,
Boeing agrees to provide, if required, 1 classroom training class
to acquaint up to 15 of Buyer's personnel with any operational,
systems and performance differences significant to the operation
of the Aircraft, between the first Aircraft scheduled for
delivery pursuant to this Agreement and the last aircraft of the
same model type as the aircraft previously delivered by Boeing to
Buyer.  Such course will be scheduled by mutual agreement of
Boeing's and Buyer's flight training organizations.

3.    Training Materials.

      Any training materials, if required, that are used in
Flight Training shall be provided to Buyer at the conclusion of
such class.  No revision service shall be provided for such
training materials.

4.    Training at a Facility Other Than Boeing's.

      If seasonably requested, Boeing will conduct the Flight
Training at a mutually acceptable alternate training site,
subject to the following conditions:

      4.1   Buyer will be responsible for providing classroom
space acceptable to Boeing, a flight simulator and training
equipment required to present the Boeing courseware.

      4.2   Buyer will pay Boeing's then-current per diem charge
for each Boeing instructor for each day, or fraction thereof,
such instructor is away from Seattle, including travel time.

      4.3   Buyer will reimburse Boeing for round-trip
transportation for Boeing's flight training instructors and
materials between Seattle and such alternate site.

      4.4   Buyer will pay, or reimburse Boeing for, all taxes,
fees, duties, licenses, permits and similar expenses incurred by
Boeing and its employees as a result of Boeing's providing the
training at such alternate site.

      4.5   Those portions of the training that require the use
of Boeing's training devices, if any, will be conducted at
Boeing-designated facilities.

                             PART D

                  TECHNICAL DATA AND DOCUMENTS


1.    General.

      Boeing will furnish to Buyer the data and documents set
forth herein at no additional charge to Buyer, unless otherwise
specified herein.  Such data and documents will, where
applicable, be prepared essentially in accordance with the
provisions of Revision  29 excluding FRM/FIM to Air Transport
Association of America Specification No. 100, dated June 1, 1956,
entitled "Specification for Manufacturers' Technical Data," with
the following specific exceptions:  The Illustrated Parts
Catalog, will be prepared essentially in accordance with the
provisions of Revision 28.  The Overhaul and Component
Maintenance Manuals will be written to the ATA Revision level
established for the airplane model the component was originally
used on.  Such data and documents are only intended to provide
Buyer with pertinent information on components, equipment and
installations designed by Boeing for aircraft of the same model
type as the Aircraft.  Such data and documents will be in English
and in the units of measure used by Boeing, except as otherwise
specified herein or as may be required to reflect Aircraft
instrumentation.

Digitally-produced data and documents will, where applicable, be
prepared essentially in accordance with the provisions of
Revision 0 of Air Transport Association of America (ATA)
Specification 2100, dated January 1994, entitled "Digital Data
Standards for Aircraft Support."

2.    Treatment of Data and Documents.

      2.1   The data and documents provided by Boeing under this
Agreement ("Documents") are licensed to Buyer.  They contain
confidential, proprietary and/or trade secret information
belonging to Boeing; and Buyer will treat them in confidence and
use and disclose them only for Buyer's own internal purposes as
specifically authorized herein.  If Buyer makes copies of any
Documents, the copies will also belong to Boeing and be treated
as Documents under this Agreement.  Buyer will preserve all
restrictive legends and proprietary notices on all Documents and
copies.

      2.2   All Documents will only be used:  (a) for the purpose
of maintenance, repair, or modification of an Aircraft or spare
part as permitted in the Spare Parts GTA or Customer Services GTA
between Buyer and Boeing, and then only in connection with an
Aircraft or spare part for which the Document in question is
tabulated or identified by Boeing serial number, and (b) for the
purpose of Buyer's own development and manufacture of training
devices for use by Buyer, in connection with the Aircraft.

      2.3   Any Document may be provided to Buyer's contractors
for maintenance, repair, or modification of the Aircraft; and
Airplane Flight Manuals, Operations Manuals, Aircraft Maintenance
Manuals, Wiring Diagram Manuals, System Schematics Manuals,
Component Maintenance/Overhaul Manuals and assembly and
installation drawings may be provided to Buyer's contractors for
development and manufacture of training devices for use by Buyer,
but in both cases, only if Buyer's contractor is, at the time of
transfer of Documents, bound by a Boeing Customer Services GTA,
or other appropriate proprietary information protection agreement
with Boeing, applicable to the Documents.

3.    Document Formats and Quantities.

      The quantities of documents set forth in the Attachment
will be provided at a later time to record the quantities and
formats of Documents provided to Buyer which are applicable to
aircraft previously delivered by Boeing of the same model type as
the Aircraft.  Revisions to such Documents will be provided as
necessary to reflect the configuration, at time of delivery, of
the Aircraft to which this Part applies.  Space is provided in
the Attachment for Buyer and Boeing to indicate changes, to be
mutually agreed upon following signing this Agreement, in the
quantities and formats of such Documents to be hereinafter
provided.

In the event Boeing determines that revisions would not be
appropriate for any of the Documents described in the Attachment,
Boeing reserves the right to furnish to Buyer, in lieu of such
revisions, a separate publication of such Document for the
Aircraft in the same format and quantity as indicated in the
Attachment.  Revision service for such publication shall be the
same as for the Document it replaces.

4.    Revision Service.

      Further revisions to any such Documents will be provided as
set forth in the purchase agreement, purchase agreement
supplement, or as may have been amended by the parties, for such
aircraft.

5.    Supplier Technical Data.

      Boeing will continue to maintain the supplier data program
referred to in the purchase agreement or purchase agreement
supplement under which data and documents for Buyer's aircraft of
the same model type as the Aircraft were originally provided to
Buyer.  As indicated in such prior purchase agreement or
supplement, the provisions of such supplier data program are not
applicable to items of Buyer Furnished Equipment.

6.    Additional Data and Documents.

      If Boeing provides data or documents other than Documents
which are not covered by a Boeing Customer Services GTA or other
proprietary information protection agreement between Boeing and
Buyer, all such data and documents will be considered things
delivered under this Agreement and treated as Documents.

7.    Buyer's Shipping Address.

      Boeing will ship the Documents furnished hereunder to
Buyer's shipping address for data and documents previously
provided to Boeing.  Buyer shall promptly notify Boeing of any
change to such address.


<TABLE>
<CAPTION>
                                           ORIGINAL   REVISED
ITEM NAME                                  QUANTITY   QUANTITY   FORMAT
<S>                                        <C>        <C>        <C>
A.   FLIGHT OPERATIONS:

 1.  Airplane Flight Manual                                      Printed 1 Side

     NOTE:  An additional copy is
            placed aboard each
            airplane at delivery
            as required by FAR's.

 2.  Operations Manual and Quick                                 Printed 2 Sides
     Reference Handbook


 3.  Weight and Balance Manual

        a.  Chapter 1 "Control"                                  Printed 2 Sides

        b.  Chapter 2 "Reports"                                  Printed 1 Side

 4.  Dispatch Deviation                                          Printed 2 Sides
     Procedures Guide

 5.  Flight Crew Training Manual                                 Printed 2 Sides

 6.  Performance Engineer's Manual                               Printed 2 Sides

 7.  Jet Transport Performance Methods                           Printed 2 Sides
     (total quantity - all models)

 8.  FMC Supplemental Data Document                              Printed 2 Sides

 9.  Operational Performance
     Software (OPS)

     a. Inflight and Report Software                             Digital Magnetic Tape
                                                                 Diskette, IBM Compatible
                                                                 3.5 Inch (720KB or 1.44MB)
                                                                 Diskette, Macintosh 3.5
                                                                 Inch (800KB or 1.4MB)

     b. Airplane Performance                                     Digital Magnetic Tape
        Monitoring (APM/HISTRY)                                  Diskette, IBM Compatible:
        Software
                                                                 3.5 Inch (720KB or
                                                                 1.44MB)
                                                                 5.25 Inch (360KB or
                                                                 1.2MB) 
                                                                 Diskette, Macintosh
                                                                 3.5 Inch (800KB or
                                                                 1.4MB)

     c. Takeoff Analysis Software                                Digital Magnetic Tape
                                                                 Diskette, IBM Compatible:
                                                                 3.5 Inch (720KB or
                                                                 1.44MB)
                                                                 5.25 Inch (360KB or
                                                                 1.2MB) (737,747,757,767)
                                                                 Diskette, Macintosh 3.5
                                                                 Inch (800KB or 1.4MB)

     d. Landing Analysis Software                                Digital Magnetic Tape
                                                                 Diskette, IBM Compatible:
                                                                 3.5 Inch (720KB or
                                                                 1.44MB)
                                                                 5.25 Inch (360KB or
                                                                 1.2MB) 
                                                                 Diskette, Macintosh 3.5
                                                                 Inch (800KB or 1.4MB)

10.  ETOPS Guide Vol. III                                        Printed 2 Sides
     (Operational Guidelines
     and Methods)

B.   MAINTENANCE

 1.  Aircraft Maintenance Manual                                 Printed 2 Sides

                                                                 Printed 1 Side

                                                                 Microfilm, 16mm Duplicate

                                                                 Microfilm, 16mm Master

                                                                 Digital Format 

2.   Wiring Diagram Manual                     1          1      35mm Aperture Cards of
                                                                 all Wiring Diagrams and
                                                                 Charts

                                                                 Standard Printed Copies
                                                                 of Entire Manual

                                                                 Standard Printed Copies
                                                                 of all sections except
                                                                 EDP portion

                                                                 EDP portion in Microfilm,
                                                                 16mm, Duplicate

                                                                 EDP portion in Microfilm,
                                                                 16mm, Master

                                                                 Entire Manual, Microfilm,
                                                                 16mm, Duplicate

                                                                 Entire Manual, Microfilm,
                                                                 16mm, Master

                                                                 Digital Format

 3.  System Schematics Manual                                    Printed 2 Sides

                                                                 35mm Aperture Cards

                                                                 Microfilm, 16mm,
                                                                 Duplicate

                                                                 Microfilm, 16mm, Master 

                                                                 Digital Format

 4.  Connector Part Number                                       Printed 2 Sides
     Options Document

 5.  Structural Repair Manual                                    Printed 2 Sides

                                                                 Printed 1 Side

                                                                 Microfilm, 16mm,
                                                                 Duplicate

                                                                 Microfilm, 16mm, Master

                                                                 Magnetic Tape Text (Print
                                                                 File Format)
                                                                 Illustrations (CGM
                                                                 Format) 

 6.  Component Maintenance                                       Printed 2 Sides
     Overhaul Manuals
                                                                 Microfilm, 16mm,
                                                                 Duplicate

                                                                 Microfilm, 16mm, Master

                                                                 Magnetic Tape Text (Print
                                                                 File Format)
                                                                 Illustrations (CGM
                                                                 Format)



 7.  Chapter 20 Standard                                         Printed 2 Sides
     Overhaul Practices Manual
     (total quantity - all models)                               Printed 1 Side

                                                                 Microfilm, 16mm, Duplicate

                                                                 Microfilm, 16mm, Master

 8.  Chapter 20 Standard Wiring                                  Printed 2 Sides
     Practices Manual
     (total quantity - all models)                               Microfilm, 16mm,
                                                                 Duplicate

                                                                 Microfilm, 16mm, Master

                                                                 Digital Format (777)

 9.  Nondestructive Test                                         Printed 2 Sides
     Manual
                                                                 Printed 1 Side

                                                                 Microfilm, 16mm,
                                                                 Duplicate

                                                                 Microfilm, 16mm, Master

                                                                 Magnetic Tape Text (Print
                                                                 File Format)
                                                                 Illustrations (CGM
                                                                 Format)

10.  Service Bulletins                                           Printed 2 Sides

11.  Service Bulletins Index                                     Printed 2 Sides

12.  Corrosion Prevention Manual                                 Printed 2 Sides

                                                                 Printed 1 Side

                                                                 Microfilm, 16mm,
                                                                 Duplicate

                                                                 Microfilm, 16mm, Master

                                                                 Magnetic Tape Text (Print
                                                                 File Format)Illustrations
                                                                 (CGM Format)

13.  Fuel Measuring Stick                                        Printed 1 Side
     Calibration Document
        Check One:
            U. S. Gallons       
            Imperial Gallons    
            Pounds              
            Kilograms           
            Liters              

14.  Power Plant Buildup Manual                                  Printed 2 Sides

                                                                 Printed 1 Side

                                                                 Microfilm (16mm)
                                                                 Duplicate

                                                                 Microfilm (16mm) Master

15.  FMS BITE Manual                                             Printed 2 Sides

                                                                 Microfilm, 16mm,
                                                                 Duplicate

                                                                 Microfilm, 16mm, Master

16.  All Operator Letter                                         Printed 1 or 2 sides

17.  Service Letters                                             Printed 1 or 2 sides

18.  Structural Item Interim Advisory                            Printed 1 or 2 sides

19.  Maintenance Tips                                            Printed 1 or 2 sides

20.  Combined Index                                              Printed 2 sides

                                                                 Digital Format

C.   MAINTENANCE PLANNING

 1.  Maintenance Planning                                        Printed 2 sides
     Data Documents
                                                                 Microfilm (16mm)
                                                                 Duplicate

                                                                 Microfilm (16mm) Master

                                                                 Digital Format

 2.  Maintenance Task Cards                                      Printed 1 Side

                                                                 Microfilm (16mm)
                                                                 Duplicate

                                                                 Microfilm (16mm) Master

                                                                 Digital Format

 3.  Maintenance Task Card Index                                 Printed 2 sides

                                                                 Digital Format  (777)

 4.  Maintenance Inspection                                      Printed 2 sides
     Intervals Report
     (total quantity - all models)

D.   SPARES

 1.  Illustrated Parts Catalog                                   Printed 2 Sides
     (select one format only)
                                                                 Printed 1 Side

                                                                 Microfilm (16mm)
                                                                 Duplicate

                                                                 Microfilm (16mm) Master

 2.  Standards Books

     a. Index                                                    Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     b. Parts Standards                                          Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     c. Parts Specifications                                     Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     d. Standards for Repair                                     Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     e. Obsolete Standards                                       Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     f. Commercial Markers                                       Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     g. Commercial Markers 737                                   Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     h. Passenger Cabin Symbology                                Printed 2 Sides
        (Commercial Placards)
                                                                 Microfilm (16mm)
                                                                 Duplicate

     i. Process Standards                                        Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     j. Material Standards                                       Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     k. Drafting Standards Practices                             Printed 2 Sides

                                                                 Microfilm (16mm)
                                                                 Duplicate

     l. Specification Support                                    Printed 2 Sides
        Standards
                                                                 Microfilm (16mm)
                                                                 Duplicate

E.   FACILITIES AND EQUIPMENT PLANNING

 1.  Facilities and Equipment                                    Printed 2 Sides
     Planning Document
                                                                 Microfilm (16mm) Master
                                                                 (777)

 2.  Special Tool and Ground                                     Microfilm, (35mm)
     Handling Equipment Drawings                                 Duplicate in Aperture
                                                                 Card Format

 3.  Special Tool and Ground                                     Printed 2 Sides
     Handling Equipment Drawings Index

 4.  Supplementary Tooling                                       Printed 2 Sides
     Documentation
     (total quantity - all models)

 5.  System Test Equipment Document                              Printed 1 Side

 6.  Illustrated Tool and                                        Printed 2 Sides
     Equipment List/Manual
                                                                 Printed 1 Side

                                                                 Microfilm, 16mm,
                                                                 Duplicate

                                                                 Microfilm, 16mm, Master

 7.  Aircraft Recovery Document                                  Printed 2 Sides

 8.  Airplane Characteristics for                                Printed 2 sides
     Airport Planning

 9.  Airplane Rescue and Fire                                    Printed 2 Sides
     Fighting Document (total
     quantity - all models)

10.  Engine Handling Document                                    Printed 2 Sides

F.   Configuration, Maintenance                                  Printed 2 Sides
     and Procedures for Extended
     Range Operations Document

G.   ETOPS Guide Vol. I                                          Printed 2 Sides
     (Configuration, Maintenance
     and Procedures Supplement)

H.   ETOPS Guide Vol. II                                         Printed 2 Sides
     (Maintenance Programs Guidelines)
     (total quantity - all models)

I.   Computer Software Index                                     Printed 2 Sides
     (total quantity - all models)

J.   Supplier Technical Data

     1. Service Bulletins                                        

     2. Ground Support Equipment                                 
        Data

     3. Provisioning Information                                 

     4. Component Maintenance/                                   
        Overhaul Manuals

     5. Component Maintenance/                                   
        Overhaul Manuals Index
        (total quantity - all models)

     6. Publications Index                                       

     7. Product Support Supplier                                 
        Directory (total quantity - 
        all models)

</TABLE>

                             PART E

         BUYER'S INDEMNIFICATION OF BOEING AND INSURANCE


1.   Buyer's Indemnification Of Boeing.

     Buyer hereby indemnifies and holds harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for
injury to or death of any person or persons, including employees
of Buyer but not employees of Boeing, or for loss of or damage to
any property, including Aircraft, arising out of or in any way
related to the performance by Boeing of training, services or
other obligations pursuant to this Exhibit C1, whether or not
arising in tort or occasioned in whole or in part by the
negligence of Boeing, whether active, passive or imputed.

     1.1   With regard to training, services and obligations
other than Revenue Service Training, the foregoing
indemnification will not apply to the legal liability to persons
or parties other than Buyer or Buyer's assignees arising out of
an accident caused solely by a product defect in an Aircraft.

     1.2   With regard to Revenue Service Training, the foregoing
indemnification will apply to the legal liability to persons or
parties other than Buyer or Buyer's assignees, even if arising
out of an accident caused solely by a product defect in an
Aircraft.

2.   Buyer's Insurance.

     Evidence of insurance will be required 30 days prior to the
scheduled delivery of the first Aircraft.  Accordingly, Buyer
will provide certificates of insurance specifically referencing
the Agreement and paragraph 1 of this Part E.  In addition to
showing policy number, limits of liability, and effective dates
of coverage, such certificates will contain but not be limited to
the following provisions:

     2.1   Hull All Risk; Hull War & Allied Perils Insurance.

           Insurers and/or reinsurers will hold harmless and
waive all rights of subrogation against Boeing for any damages or
claims arising out of these Exhibit C1 services.

     2.2   Aircraft Liability Insurance.

           (a)   To name Boeing as an additional insured in
connection with the performance by Boeing of training, services,
or other obligations provided under this Exhibit C1.

           (b)   To provide that the insurance arranged herein
will be primary and without right of contribution with respect to
any other insurance which may be available for the protection of
Boeing.

           (c)   To provide that all provisions of the insurance,
except the limits of liability, will operate to give each insured
or additional insured the same protection as if there were a
separate policy issued covering each insured or additional
insured.

           (d)   To provide that no act, omission, breach of any
warranty or condition, or misrepresentation on the part of the
Insured or any other person or party (other than by Boeing) will
void, exclude, minimize, or adversely change this coverage as it
applies to Boeing.

     2.3   For Coverages Specified in 2.1 and 2.2.

           (a)   Acknowledgment from Buyer's insurance broker
that the insurers and/or reinsurers have been provided a copy of
the Agreement and accept and insure the risks and indemnity
herein to the extent of the coverage and endorsements as
described in this certificate.

           (b)   To give 30 day written notice of cancellation,
termination or adverse material alteration of the policies (7 day
written notice in the event of War Risk or such lesser period as
may be in effect with prior notice).
           (c)   That Boeing will not be responsible for payment,
set off, or assessment of any kind of any premiums in connection
with the policies, endorsements or coverages described herein.

           (d)   For the purpose of this Part E, "Boeing" is
defined as The Boeing Company, its divisions, subsidiaries,
affiliates, the assignees of each and their respective directors,
officers, employees and agents.

If more than one Aircraft is to be delivered under the Purchase
Agreement, the insurance certificates must reference all Aircraft
when delivered or separate certificates must be supplied for each
Aircraft.  The certificates of insurance will be kept current and
valid.

                             PART F

             Alleviation or Cessation of Performance


Boeing will not be required to provide any services, training,
data or goods at a facility (other than its own) while:

     1.    a labor stoppage or dispute in progress involving
Buyer exists;

     2.    wars or warlike operations, riots or insurrections in
the country where such facility is located exist;

     3.    conditions at such facility which, in the opinion of
Boeing, are detrimental to the general health, welfare or safety
of its personnel and/or their families exist;

     4.    the United States Government refuses permission to any
Boeing personnel or their families to enter the country where
such facility is located, or recommends that any Boeing personnel
or their families leave such country; or

     5.    the United States Government refuses Boeing permission
to deliver goods or services to the country where such facility
is located.

Boeing further reserves the right, upon the occurrence of any of
such events, subsequent to the location of Boeing personnel at
Buyer's facility, to immediately and without prior notice
relocate its personnel and their families to a place of Boeing's
choosing.  Any delay resulting therefrom will be deemed a delay
by mutual agreement.






                    AIRCRAFT PRICE ADJUSTMENT

                             between

                       THE BOEING COMPANY

                               and

                   CONTINENTAL AIRLINES, INC.





           Exhibit D to Purchase Agreement Number 1951


                     New Generation Aircraft

Exhibit D
Page 1

                     PRICE ADJUSTMENT DUE TO
                      ECONOMIC FLUCTUATIONS
                    AIRCRAFT PRICE ADJUSTMENT
                        (1995 Base Price)

      Aircraft Price Adjustment for New Generation Aircraft

1.   Formula.

     The Aircraft Price Adjustment will be determined at the time
of Aircraft delivery in accordance with the following formula:

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

     P =   Aircraft Basic Price (as set forth in Article 3.2 of
           this Agreement).

     ECI = A value using the "Employment Cost Index for workers
           in aerospace manufacturing" (aircraft manufacturing,
           standard industrial classification code 3721,
           compensation, base month and year June 1989 = 100), as
           released by the Bureau of Labor Statistics, U.S.
           Department of Labor on a quarterly basis for the
           months of March, June, September and December,
           calculated as follows: A three-month arithmetic
           average value (expressed as a decimal and rounded to
           the nearest tenth) will be determined using the months
           set forth in the table below for the applicable
           Aircraft, with the released Employment Cost Index
           value described above for the month of March also
           being used for the months of January and February; the
           value for June also used for April and May; the value
           for September also used for July and August; and the
           value for December also used for October and November.





              AIRFRAME AND ENGINE PRICE ADJUSTMENT

                             between

                       THE BOEING COMPANY

                               and

                   CONTINENTAL AIRLINES, INC.





          Exhibit D1 to Purchase Agreement Number 1951

                   Current Generation Aircraft

                     PRICE ADJUSTMENT DUE TO
                      ECONOMIC FLUCTUATIONS
                    AIRFRAME PRICE ADJUSTMENT
                        (1995 Base Price)

   Airframe and Engine Price Adjustment for Current Generation
Aircraft

1.   Formula.

     The Airframe Price Adjustment will be determined at the time
of Aircraft delivery in accordance with the following formula:

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

     P =   Aircraft Basic Price (as set forth in Article 3.2 of
           this Agreement) less the base price of Engines (as
           defined in this Exhibit D1) in the amount of 
           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
           TO A REQUEST FOR CONFIDENTIAL TREATMENT].

     ECI = A value using the "Employment Cost Index for workers
           in aerospace manufacturing" (aircraft manufacturing,
           standard industrial classification code 3721,
           compensation, base month and year June 1989 = 100), as
           released by the Bureau of Labor Statistics, U.S.
           Department of Labor on a quarterly basis for the
           months of March, June, September and December,
           calculated as follows: A three-month arithmetic
           average value (expressed as a decimal and rounded to
           the nearest tenth) will be determined using the months
           set forth in the table below for the applicable
           Aircraft, with the released Employment Cost Index
           value described above for the month of March also
           being used for the months of January and February; the
           value for June also used for April and May; the value
           for September also used for July and August; and the
           value for December also used for October and November.

     ICI = The three-month arithmetic average of the released
           monthly values for the Industrial Commodities Index as
           set forth in the "Producer Prices and Price Index"
           (Base Year 1982 = 100) as released by the Bureau of
           Labor Statistics, U.S. Department of Labor values
           (expressed as a decimal and rounded to the nearest
           tenth) for the months set forth in the table below for
           the applicable Aircraft.

     In determining the value of L, the ratio of ECI divided by
130.1 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.

     In determining the value of M, the ratio of ICI divided by
123.6 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.


<TABLE>
<CAPTION>
                                Months to be Utilized
Month of Scheduled              in Determining the
Aircraft Delivery               Value of ECI and ICI     
<S>                             <C>
January                         June  B, July  B, Aug.  B
February                        July  B, Aug.  B, Sept. B
March                           Aug.  B, Sept. B, Oct.  B
April                           Sept. B, Oct.  B, Nov.  B
May                             Oct.  B, Nov.  B, Dec.  B
June                            Nov.  B, Dec.  B, Jan.  D
July                            Dec.  B, Jan.  D, Feb.  D
August                          Jan.  D, Feb.  D, Mar.  D
September                       Feb.  D, Mar.  D, Apr.  D
October                         Mar.  D, Apr.  D, May   D
November                        Apr.  D, May   D, June  D
December                        May   D, June  D, July  D
</TABLE>

The following definitions of B and D will apply:

     B =   The calendar year before the year in which the
           scheduled month of delivery as set forth in Article
           2.1 occurs.

     D =   The calendar year during which the scheduled month of
           delivery as set forth in Article 2.1 occurs.

2.   If at the time of delivery of an Aircraft Boeing is unable
to determine the Airframe Price Adjustment because the applicable
values to be used to determine the ECI and ICI have not been
released by the Bureau of Labor Statistics, then:

     2.1   The Airframe Price Adjustment, to be used at the time
of delivery of each of the Aircraft, will be determined by
utilizing the escalation provisions set forth above.  The values
released by the Bureau of Labor Statistics and available to
Boeing 30 days prior to scheduled Aircraft delivery will be used
to determine the ECI and ICI values for the applicable months
(including those noted as preliminary by the Bureau of Labor
Statistics) to calculate the Airframe Price Adjustment.  If no
values have been released for an applicable month, the provisions
set forth in Paragraph 2.2 below will apply.  If prior to
delivery of an Aircraft the U.S. Department of Labor changes the
base year for determination of the ECI or ICI values as defined
above, such rebased values will be incorporated in the Airframe
Price Adjustment calculation.  The payment by Buyer to Boeing of
the amount of the Purchase Price for such Aircraft, as determined
at the time of Aircraft delivery, will be deemed to be the
payment for such Aircraft required at the delivery thereof.

     2.2   If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Airframe
Price Adjustment, the parties will, prior to delivery of any such
Aircraft, select a substitute for such values from data published
by the Bureau of Labor Statistics or other similar data reported
by non-governmental United States organizations, such substitute
to lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of
the original values as they may have fluctuated during the
applicable time period.  Appropriate revision of the formula will
be made as required to reflect any substitute values.  However,
if within 24 months from delivery of the Aircraft the Bureau of
Labor Statistics should resume releasing values for the months
needed to determine the Airframe Price Adjustment, such values
will be used to determine any increase or decrease in the
Airframe Price Adjustment for the Aircraft from that determined
at the time of delivery of such Aircraft.

     2.3   In the event escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring
since February, 1995, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D1.

3.   For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled Aircraft delivery will be used to determine the ECI
and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate
the Airframe Price Adjustment.

Note:      Any rounding of a number, as required under this
           Exhibit D1 with respect to escalation of the airframe
           price, will be accomplished as follows:  if the first 
           digit of the portion to be dropped from the number to 
           be rounded is five or greater, the preceding digit
           will be raised to the next higher number.

        ENGINE PRICE ADJUSTMENT - CFM INTERNATIONAL, INC.
                        (1995 BASE PRICE)



(a)  The Aircraft Basic Price of each Aircraft set forth in
Article 3.2.1 of this Agreement includes an aggregate price for
CFM56-3B-1 engines and all accessories, equipment and parts
therefor provided by the engine manufacturer (collectively in
this Exhibit D1 called "Engines") of [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 
The adjustment in Engine price applicable to each Aircraft
("Engine Price Adjustment" herein) will be determined at the time
of Aircraft delivery in accordance with the following formula:

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

(b)  The following definitions will apply herein:

     D1  = Engine Price Adjustment

     Pb  = Aggregate Engine Base Price as set forth in
           Paragraph (a) above.

     CPI = The Composite Price Index as determined in accordance
           with the formula set forth below.  The Index values
           referred to below, to be used in determining the CPI,
           will be for the ninth month prior to the month of
           scheduled Aircraft delivery.  Such Index values will
           be those prepared by the Bureau of Labor Statistics,
           U.S. Department of Labor.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

           L   = The Labor Index for such month will be the
                 quotient, expressed as a decimal and rounded to
                 the nearest thousandth, of the "Hourly Earnings
                 of Aircraft Engines and Engine Parts Production
                 Workers" SIC 3724, for such month divided by
                 Eleven Dollars and Sixteen Cents ($11.16).  Such
                 quotient will be multiplied by 100 and then by
                 fifty-five percent (55%) with the value
                 resulting from the latter multiplication
                 expressed as a decimal and rounded to the
                 nearest hundredth.

           M1  = The Industrial Commodities Index for such month
                 will be equal to ten percent (10%) of the
                 Producer Price Index for "all commodities other
                 than Farm and Foods," Code 3-15, (Base Year 1982
                 = 100) for such month, expressed as a decimal
                 and rounded to the nearest hundredth.

           M2  = The Metals and Metal Products Index for such
                 month will be equal to twenty-five percent (25%)
                 of the Producer Price Index for "Metals and
                 Metal Products," Code 10, (Base Year 1982 = 100)
                 for such month expressed as a decimal and
                 rounded to the nearest hundredth.

           M3  = The Fuel Index for such month will be equal to
                 ten percent (10%) of the Producer Price Index
                 for "Fuel and Related Products and Power," Code
                 5, (Base Year 1982 = 100) for such month
                 expressed as a decimal and rounded to the
                 nearest hundredth.

     138.27  =   Composite Price Index for October, 1994.

The factor (CPI divided by 138.27) by which the Aggregate Engine
Base Price is to be multiplied will be expressed as a decimal and
rounded to the nearest thousandth.

The Engine Price Adjustment will not be made if it would result
in a decrease in the aggregate Engine base price.

(c)  The values of the Average Hourly Earnings and Producer Price
Indices used in determining the Engine Price Adjustment will be
those published by the Bureau of Labor Statistics, U.S.
Department of Labor as of a date 30 days prior to the scheduled
Aircraft delivery to Buyer.  Such values will be considered final
and no Engine Price Adjustment will be made after Aircraft
delivery for any subsequent changes in published Index values.

(d)  If the U.S. Department of Labor, Bureau of Labor Statistics
(i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data) or (ii) discontinues publication of any of the
data referred to above, CFMI agrees to meet jointly with Boeing
and Buyer to jointly select a substitute for the revised or
discontinued data; such substitute data to lead in application to
the same adjustment result, insofar as possible, as would have
been achieved by continuing the use of the original data as it
may have fluctuated had it not been revised or discontinued.

Appropriate revision of the Engine Price Adjustment provisions
set forth above will be made to accomplish this result for the
affected Engines.

In the event the Engine price escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, CFMI agrees to meet with Boeing
and Buyer to jointly agree, to the extent such parties may
lawfully do so, to adjust equitably the purchase price of any
affected Engine(s) to reflect an allowance for increases in
labor, material and fuel costs that have occurred from the period
represented by the CPI to the ninth month preceding the month of
scheduled delivery of the applicable aircraft.

NOTE:      Any rounding of a number, as required under this
           Exhibit D1 with respect to escalation of the Engine
           price, will be accomplished as follows:  if the first
           digit of the portion to be dropped from the number to
           be rounded is five or greater, the preceding digit
           will be raised to the next higher number.





          BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

                             between

                       THE BOEING COMPANY

                               and

                   CONTINENTAL AIRLINES, INC.





           Exhibit E to Purchase Agreement Number 1951



          BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

                     Dated October 10, 1996

                           Relating to

                    BOEING MODEL 737 AIRCRAFT




     This Buyer Furnished Equipment Provisions Document is
Exhibit E to and forms a part of Purchase Agreement No. 1951,
between The Boeing Company (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to the purchase of Boeing Model 737
aircraft.

          BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT


1.   General.

     Certain equipment to be installed in the Aircraft is
furnished to Boeing by Buyer at Buyer's expense.  This equipment
is designated "Buyer Furnished Equipment" (BFE) and is listed in
the Detail Specification.  On or before April 4, 1997 for Model
737-724, July 3, 1997 for Model 737-824, January 1, 1998 for
Model 737-624 and October 15, 1996 for Model 737-524 Boeing will
provide to Buyer a BFE Requirements On-Dock/Inventory Document
(BFE Document) or an electronically transmitted BFE Report which
may be periodically revised, setting forth the items, quantities,
on-dock dates and shipping instructions relating to the in
sequence installation of BFE.  For planning purposes, a
preliminary BFE on-dock schedule is set forth in the attachment
to this Exhibit.

2.   Supplier Selection.

     Buyer will:

     2.1   Select and notify Boeing of the suppliers of the
following BFE items by the following dates should these items not
be selected as SPE by Buyer:

                       Model 737-724          Model 737-824
  Galley System           10/9/96             2/12/97

  Seats (passenger)       9/03/96             9/03/96

                       Model 737-624          Model 737-524
  Galley System           7/1/97              Complete

  Seats (passenger)       2/7/97              Complete


     2.2   Meet with Boeing and such selected BFE suppliers
promptly after such selection to:

           2.2.1 complete BFE configuration design requirements
for such BFE; and

           2.2.2 confirm technical data submittal dates for BFE
certification.

3.   Buyer's Obligations.

     Buyer will:

     3.1   comply with and cause the supplier to comply with the
provisions of the BFE Document or BFE Report;

           3.1.1 deliver technical data (in English) to Boeing as
required to support installation and FAA certification in
accordance with the schedule provided by Boeing or as mutually
agreed upon during the BFE meeting referred to above;

           3.1.2 deliver BFE including production and/or flight
training spares to Boeing in accordance with the quantities and
schedule provided therein; and

           3.1.3 deliver appropriate quality assurance
documentation to Boeing as required with each BFE part (D6-56586,
"BFE Product Acceptance Requirements");

     3.2   authorize Boeing to discuss all details of the BFE
directly with the BFE suppliers;

     3.3   authorize Boeing to conduct or delegate to the
supplier quality source inspection and supplier hardware
acceptance of BFE at the supplier location;

           3.3.1 require supplier's contractual compliance to
Boeing defined source inspection and supplier delegation
programs, including availability of adequate facilities for
Boeing resident personnel; and

           3.3.2 assure that Boeing identified supplier's quality
systems be approved to Boeing document D1-9000;

     3.4   provide necessary field service representation at
Boeing's facilities to support Boeing on all issues related to
the installation and certification of BFE;

     3.5   deal directly with all BFE suppliers to obtain
overhaul data, provisioning data, related product support
documentation and any warranty provisions applicable to the BFE;

     3.6   work closely with Boeing and the BFE suppliers to
resolve any difficulties, including defective equipment, that
arise;

     3.7   be responsible for modifying, adjusting and/or
calibrating BFE as required for FAA approval and for all related
expenses;

     3.8   warrant that the BFE will meet the requirements of the
Detail Specification; and

     3.9   be responsible for providing equipment which is FAA
certifiable at time of Aircraft delivery, or for obtaining
waivers from the applicable regulatory agency for non-FAA
certifiable equipment.

4.   Boeing's Obligations.

     Other than as set forth below, Boeing will provide for the
installation of and install the BFE and obtain certification of
the Aircraft with the BFE installed.

5.   Nonperformance by Buyer.

     If Buyer's nonperformance of obligations in this Exhibit or
in the BFE Document causes a delay in the delivery of the
Aircraft or causes Boeing to perform out-of-sequence or
additional work, Buyer will reimburse Boeing for all resulting
expenses and be deemed to have agreed to any such delay in
Aircraft delivery.  In addition Boeing will have the right to:

     5.1   provide and install specified equipment or suitable
alternate equipment and increase the price of the Aircraft
accordingly; and/or

     5.2   deliver the Aircraft to Buyer without the BFE
installed.

6.   Return of Equipment.

     BFE not installed in the Aircraft will be returned to Buyer
in accordance with Buyer's instructions and at Buyer's expense.

7.   Title and Risk of Loss.

     Title to and risk of loss of BFE will at all times remain
with Buyer or other owner.  Boeing will have only such liability
for BFE as a bailee for mutual benefit would have, but will not
be liable for loss of use.

8.   Indemnification of Boeing.

     Buyer hereby indemnifies and holds harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for
injury to or death of any person or persons, including employees
of Buyer but not employees of Boeing, or for loss of or damage to
any property, including any Aircraft, arising out of or in any
way connected with any nonconformance or defect in any BFE and
whether or not arising in tort or occasioned in whole or in part
by the active, passive or imputed negligence of Boeing.  This
indemnity will not apply with respect to any nonconformance or
defect caused solely by Boeing's installation of the BFE.

9.   Patent Indemnity.

     Buyer hereby indemnifies and holds harmless Boeing from and
against all claims, suits, actions, liabilities, damages and
costs arising out of any actual or alleged infringement of any
patent or other intellectual property rights by BFE or arising
out of the installation, sale or use of BFE by Boeing.

10.  Definitions.

     For the purposes of the above indemnities, the term "Boeing"
includes The Boeing Company, its divisions, subsidiaries and
affiliates, the assignees of each, and their directors, officers,
employees and agents.

Attachment A to
Exhibit E

                    BOEING MODEL 737 AIRCRAFT

Dates for 1st delivery of each model:

Item                     Preliminary On-Dock Dates


                         737-724          737-824
                         [CONFIDENTIAL MATERIAL OMITTED AND FILED
                         SEPARATELY WITH THE SECURITIES AND
                         EXCHANGE COMMISSION PURSUANT TO A
                         REQUEST FOR CONFIDENTIAL TREATMENT]

Seats                    

Galleys                  

Electronics              

Furnishings              


                         737-624          737-524
                         [CONFIDENTIAL MATERIAL OMITTED AND FILED
                         SEPARATELY WITH THE SECURITIES AND
                         EXCHANGE COMMISSION PURSUANT TO A
                         REQUEST FOR CONFIDENTIAL TREATMENT]

Seats                    

Galleys                  

Electronics              

Furnishings              


1951-2R1
October 10,1996


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


Subject:    Letter Agreement No. 1951-2R1 to
            Purchase Agreement No. 1951 -
            Seller Purchased Equipment

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft).  This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 1951-2 dated July 23,
1996.

For purposes of this Letter Agreement the following definitions
apply:

Seller Purchased Equipment (SPE) is Buyer Furnished Equipment
(BFE) that Boeing purchases for Buyer.

Developmental Buyer Furnished Equipment (DBFE) is all BFE not
previously certified for installation on the Aircraft.

This Letter Agreement does not include developmental avionics. 
Developmental avionics are avionics that have not been previously
certified for installation on the Aircraft.

All other terms used herein and in the Agreement, and not defined
above, will have the same meaning as in the Agreement.

Buyer has requested and Boeing hereby agrees that Boeing will
purchase as SPE certain BFE identified by Buyer pursuant to
Change Requests.  Accordingly, Boeing and Buyer agree with
respect to such SPE as follows:

1.   Price.

     Advance Payments.  An estimated SPE price will be included
in the Aircraft Advance Payment Base Price for the purpose of
establishing the advance payments for each Aircraft.  The
estimated price of this SPE for each Aircraft is [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]

     Aircraft Price.  The Aircraft Price will be adjusted to
reflect (i) the actual costs charged Boeing by the SPE suppliers,
(ii) a handling fee of 10% of such costs and (iii) transportation
charges.  If all DBFE, except for developmental avionics, is
converted to SPE, Boeing will waive the handling fee for all SPE.

2.   Responsibilities.

     2.1    With respect to SPE, Buyer is responsible for:

            (i)   selecting the supplier and advising Boeing as
                  to the price negotiated between Buyer and
                  supplier on or before:


<TABLE>
<CAPTION>
             Model     Model     Model     Model
            737-524   737-624   737-724   737-824
<S>         <C>       <C>       <C>       <C>
galleys     n/a   7/1/97        10/6/96   2/12/97
seats       n/a   2/7/97        9/3/96    9/3/96
</TABLE>

            (ii)  selecting a FAA certifiable part; and

            (iii) providing to Boeing the SPE part
                  specification/Buyer requirements.

     2.2.   With respect to SPE, Boeing is responsible for:

            (i)   placing and managing the purchase order with
the supplier;

            (ii)  coordinating with the suppliers on technical
issues;

            (iii) ensuring that the delivered SPE complies with
the part specification;

            (iv)  obtaining certification of the Aircraft with
the SPE installed; and

            (v)   obtaining for Buyer the supplier's standard
warranty for the SPE.  SPE is deemed to be BFE for purposes of
Exhibit B, the Product Assurance Document, of the Agreement.

3.   Supplier Selection For SPE Galleys and Seats.

     In addition to those responsibilities described above, for
SPE galleys and seats the following provisions apply with respect
to Buyer's selection of suppliers:

     Galley Requirements.  Buyer will provide Boeing not later
than August 7, 1996 the definitive galley configuration
requirements for the Model 737-724.  Buyer will provide Boeing
not later than November 27, 1996 the definitive galley
configuration requirements for the Model 737-824.  Buyer will
provide Boeing not later than May 1, 1997 the definitive galley
configuration requirements for the Model 737-624.

     Bidder's List.  Boeing has submitted to Buyer, for
information purposes, a bidder's list of existing suppliers of
seats and galleys.

     Request for Quotation (RFQ).  Boeing has issued its RFQ
inviting such potential bidders to submit bids for the galleys
and seats by July 15, 1996 for the Model 737-724 and -824
Aircraft.  Boeing will advise such date for the Model 737-624
Aircraft.

     Recommended Bidders.  Boeing has submitted to Buyer a list
of recommended bidders from which to choose a supplier for the
galleys and seats.  The recommendation is based on an evaluation
of the bids submitted using price, weight, warranty and schedule
as the criteria.

     Supplier Selection.  If Buyer selects a seat or galley
supplier that is not on the Boeing recommended list, such seat or
galley will become BFE and the provisions of Exhibit E, Buyer
Furnished Equipment Provisions Document, of the Agreement will
apply.

4.   Changes.

     After this Letter Agreement is signed, changes to SPE may
only be made by and between Boeing and the suppliers.  Buyer's
contacts with SPE suppliers relating to design (including
selection of materials and colors), weights, prices (except for
price negotiation prior to the supplier delection date) or
schedules are for informational purposes only.  If Buyer wants
changes made to any of the above, requests must be made directly
to Boeing for negotiating with the supplier.

5.   Proprietary Rights.

     Boeing's obligation to purchase SPE will not impose upon
Boeing any obligation to compensate Buyer or any supplier for any
proprietary rights Buyer may have in the design of the SPE.

6.   Remedies.

     If Buyer does not comply with the obligations above, Boeing
may:

     (i)    delay delivery of the Aircraft for the period of non-
compliance;

     (ii)   deliver the Aircraft without installing the SPE;

     (iii)  substitute a comparable part and invoice Buyer for
the cost; and/or

     (iv)   increase the Aircraft Price by the amount of Boeing's
additional costs attributable to such noncompliance.

7.   Buyer Participation in Price Negotiations for SPE.  Subject
to the following conditions, Boeing agrees that Buyer may
negotiate the price with vendors for certain items of BFE which
have been changed to SPE pursuant to this Letter Agreement.

     a.  Number of Items.  Boeing and Buyer have mutually agreed
on a list of specific equipment (the SPE Item) for which Buyer
shall negotiate directly with the vendors to establish the price
for each SPE Item.  The SPE Item list includes seats, galleys,
and interior furnishings.  Buyer shall provide the price of the
SPE Item when Buyer notifies Boeing of the SPE Item vendor.

     b.  Required Dates.  Boeing's agreement to permit Buyer to
negotiate prices with vendors for SPE Items is subject to Buyer's
agreement to meet all of Boeing's required dates with respect to
each SPE Item.

     c.  Right to Approve Selected Vendors.  Boeing shall retain
the right to reasonably approve the list of vendors for each SPE
Item.

8.   Buyer's Indemnification of Boeing.

     Buyer will indemnify and hold harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for
injury to or death of any person or persons, including employees
of Buyer but not employees of Boeing, or for loss of or damage to
any property, including Aircraft, arising out of or in any way
connected with any nonconformance or defect in any SPE and
whether or not arising in tort or occasioned in whole or in part
by the negligence of Boeing, whether active, passive or imputed. 
This indemnity will not apply with respect to any nonconformance
or defect caused solely by Boeing's installation of the SPE.

Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix       

Its   Attorney-In-Fact     


ACCEPTED AND AGREED TO as of this

Date: October 10, 1996.

CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis         

Its V.P.                   


1951-3R1
October 10, 1996


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


Subject:      Letter Agreement No. 1951-3R1 to
              Purchase Agreement No. 1951 - Option Aircraft -
              Model 737-824 Aircraft

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Purchase Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-824 aircraft (the Aircraft).  This Letter Agreement
supersedes and replaces in its entirety Letter Agreement 1951-3
dated July 23, 1996.

All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.

In consideration of Buyer's purchase of the Aircraft, Boeing
hereby agrees to manufacture and sell up to [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] to Buyer, on the same terms and conditions set forth
in the Purchase Agreement, except as otherwise  described in
Attachment A hereto, and subject to the terms and conditions set
forth below.

1.     Delivery.

       The Option Aircraft will be delivered to Buyer during or
before the months set forth in the following schedule:

       Month and Year         Number of
        of Delivery         Option Aircraft

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

2.     Price.  [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

3.     Option Aircraft Deposit.

       In consideration of Boeing's grant to Buyer of options to
purchase the Option Aircraft as set forth herein, and concurrent
with the execution of the Purchase Agreement for the Aircraft,
Buyer will pay a deposit to Boeing of [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for
each Option Aircraft (the Option Deposit).  In the event Buyer
exercises an option herein for an Option Aircraft, the amount of
the Option Deposit for such Option Aircraft will be credited
against the first advance payment due for such Option Aircraft
pursuant to the advance payment schedule set forth in Article 5
of the Purchase Agreement.  

In the event that Buyer does not exercise its option to purchase
a particular Option Aircraft pursuant to the terms and conditions
set forth herein, Boeing shall be entitled to retain the Option
Deposit for such Option Aircraft.

4.     Option Exercise.

       To exercise its option to purchase the Option Aircraft,
Buyer shall give written notice thereof to Boeing on or before
the first business day of the month in each Option Exercise Date
shown below:

       Option Aircraft      Option Exercise Date

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

5.     Contract Terms.

       Within thirty (30) days after Buyer exercises an option to
purchase Option Aircraft pursuant to paragraph 4 above, Boeing
and Buyer will use their best reasonable efforts to enter into a
supplemental agreement amending the Purchase Agreement to add the
applicable Option Aircraft to the Purchase Agreement as a firm
Aircraft (the Option Aircraft Supplemental Agreement).

In the event the parties have not entered into such an Option
Aircraft Supplemental Agreement within the time period
contemplated herein, either party shall have the right,
exercisable by written or telegraphic notice given to the other
within ten (10) days after such period, to cancel the purchase of
such Option Aircraft.

6.     Cancellation of Option to Purchase.

       Either Boeing or Buyer may cancel the option to purchase
an Option Aircraft if any of the following events are not
accomplished by the respective dates contemplated in this Letter
Agreement, or in the Purchase Agreement, as the case may be:

       (i)    purchase of the Aircraft under the Purchase
Agreement for any reason not attributable to the cancelling
party;

       (ii)   payment by Buyer of the Option Deposit with respect
to such Option Aircraft pursuant to paragraph 3 herein; or

       (iii)  exercise of the option to purchase such Option
Aircraft pursuant to the terms hereof.

Any cancellation of an option to purchase by Boeing which is
based on the termination of the purchase of an Aircraft under the
Purchase Agreement shall be on a one-for-one basis, for each
Aircraft so terminated.

Cancellation of an option to purchase provided by this letter
agreement shall be caused by either party giving written notice
to the other within ten (10) days after the respective date in
question.  Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for
which the option to purchase has been cancelled shall thereupon
terminate.

Boeing shall promptly refund to Buyer, without interest, any
payments received from Buyer with respect to the affected Option
Aircraft.  Boeing shall be entitled to retain the Option Deposit
unless cancellation is attributable to Boeing's fault, in which
case the Option Deposit shall also be returned to Buyer without
interest.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

8.     Applicability.

       Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] that
are added to the Purchase Agreement by an Option Aircraft
Supplemental Agreement as firm Aircraft shall benefit from all
the applicable terms, conditions and provisions of the Purchase
Agreement.

If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY


By /s/ M. Monica Fix       

Its Attorney-in-fact       


ACCEPTED AND AGREED TO this

Date: October 10, 1996

CONTINENTAL AIRLINES, INC.,


By /s/ Brian Davis         

Its V.P.                   

Attachment


Model 737-824 Aircraft

1.     Option Aircraft Description and Changes.

       1.1    Aircraft Description.  The Option Aircraft are 
described by Boeing Detail Specification D6-38808, Revision E,
dated September 15, 1995, as amended and revised pursuant to the
Purchase Agreement.

       1.2    Changes.  The Option Aircraft Detail Specification
shall be revised to include:

              (1)    Changes applicable to the basic Model 737-
800 aircraft which are developed by Boeing between the date of
the Detail Specification and the signing of an Option Aircraft
Supplemental Agreement.

              (2)    Changes mutually agreed upon.

              (3)    Changes required to obtain a Standard
Certificate of Airworthiness.

       1.3    Effect of Changes.   Changes to the Detail
Specification pursuant to the provisions of the clauses above
shall include the effects of such changes upon Option Aircraft
weight, balance, design and performance.

2.     Price Description.

       2.1    Price Adjustments.

              2.1.1  Base Price Adjustments.  The base aircraft
price (pursuant to Article 3 of the Purchase Agreement) of the
Option Aircraft will be adjusted to Boeing's and the engine
manufacturer's then-current prices as of the date of execution of
the Option Aircraft Supplemental Agreement.

              2.1.2  Special Features.  The price for special
features incorporated in the Option Aircraft Detail Specification
will be adjusted to Boeing's then-current prices for such
features as of the date of execution of the Option Aircraft
Supplemental Agreement only to the extent that such increase is
attributable to an increase in Boeing's cost for purchased
equipment.

              2.1.3  Escalation Adjustments.  The base airframe
and special features price will be escalated according to the
applicable airframe and engine manufacturer escalation provisions
contained in Exhibit D of the Purchase Agreement.

Buyer agrees that the engine escalation provisions will be
adjusted if they are changed by the engine manufacturer prior to
signing the Option Aircraft Supplemental Agreement.  In such
case, the then-current engine escalation provisions in effect at
the time of execution of the Option Aircraft Supplemental
Agreement will be incorporated into such agreement.

              2.1.4  Price Adjustments for Changes.  Boeing may
adjust the basic price and the advance payment base prices for
any changes mutually agreed upon by Buyer and Boeing subsequent
to the date that Buyer and Boeing enter into the Option Aircraft 
Supplemental Agreement.

              2.1.5  BFE to SPE.  An estimate of the total price
for items of Buyer Furnished Equipment (BFE) changed to Seller
Purchased Equipment (SPE) pursuant to the Detail Specification is
included in the Option Aircraft price build-up.  The purchase
price of the Option Aircraft will be adjusted by the price
charged to Boeing for such items plus 10% of such price. 

3.     Advance Payments.

       3.1    Buyer shall pay to Boeing advance payments for the
Option Aircraft pursuant to the schedule for payment of advance
payments provided in the Purchase Agreement.


1951-4R1
October 10, 1996


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


Subject:      Letter Agreement No. 1951-4R1 to
              Purchase Agreement No. 1951 -
              Waiver of Aircraft Demonstration Flights


Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft).  This Letter Agreement supersedes and
replaces in its entirety letter Agreement 1951-4 dated July 23,
1996.

All terms not defined herein have the same meaning as in the
Agreement.

1.     Fuel Entitlement at Delivery.

       At the time of delivery of the Aircraft, Boeing will
provide to Buyer, at no charge, 1,000 gallons of jet fuel.

2.     Waiver of Demonstration Flight.

       Notwithstanding the provisions of the Agreement requiring
the Aircraft to be test flown prior to delivery for the purpose
of demonstrating to Buyer the functioning of such Aircraft and
its equipment, upon notice to Boeing at least 90 days prior to
the scheduled date of the Aircraft delivery, or as agreed between
the parties, Buyer may waive such flight.  With respect to each
waived demonstration flight, the following provisions will apply:

       2.1.   Additional Fuel.     Promptly after delivery of the
Aircraft, Boeing will load on the Aircraft an amount of jet fuel
which together with the 1,000 gallons provided at delivery,
equals a full tank.

       2.2.   Reimbursement for Correction of Flight
Discrepancies.

              2.2.1  Ferry Flight.   Except for Aircraft to be
used promptly after delivery for Boeing flight crew training
provided to Buyer at or near Seattle, Washington, Boeing will
reimburse Buyer for Buyer's direct labor costs (as defined below)
and the cost of any material (Correction Costs) required to
correct any flight discrepancy detected by Buyer while the
Aircraft is being ferried from Seattle, Washington , to Buyer's
main base or previously agreed alternate destination, to the
extent such Correction Costs and labor costs are not covered
under a warranty provided by Boeing or by any of its suppliers. 
Within 90 days after the date of such ferry flight Buyer will
submit to Boeing's Director, Product Assurance Contracts, at
Renton, Washington, a written itemized statement describing any
such flight discrepancy and indicating the Correction Costs and
labor costs incurred by Buyer for the correction of such flight
discrepancy.

              2.2.2  Training Flights.   If the Aircraft will be
used promptly after its delivery for Boeing flight crew training
at or near Seattle, Washington, Boeing will reimburse Buyer for
any Correction Costs, and for any charges by Boeing to Buyer for
labor (Boeing Labor Charges) required to correct any flight
discrepancy which may be detected by Buyer during such flight
crew training to the extent such Correction Costs and such Boeing
Labor Charges are not covered under a warranty provided by Boeing
or by any of its suppliers.  Within 90 days after the completion
of such flight crew training, Buyer will submit to Boeing's
Director, Product Assurance Contracts, at Renton, Washington, a
written itemized statement describing any such flight discrepancy
and indicating the Correction Costs and Boeing Labor Charges
incurred by Buyer for the correction of such flight discrepancy.

              2.2.3  Definitions.   For purposes of reimbursement
under this paragraph; (i) Buyer's direct labor costs will be
determined using the Warranty Labor Rate in effect between the
parties as of the date such labor is expended, and (ii) flight
discrepancies mean any failure or malfunction of such Aircraft,
or the accessories, equipment, systems and parts installed
therein which results from a defect or malfunction in such
Aircraft, accessories, equipment, systems and parts or a
nonconformance to the Detail Specification for such Aircraft
which was present at the time of delivery of the Aircraft to
Buyer and which, if detected during a Boeing predelivery
demonstration flight, would have been reported in the pilot's
flight discrepancy report and would have been corrected by Boeing
prior to the delivery of such Aircraft to Buyer.

       2.3.   Return of Aircraft.

       If any flight discrepancy as defined above is detected by
Buyer during the ferry flight of any Aircraft, which requires the
return of such Aircraft to Boeing's facilities at Seattle,
Washington, for correction by Boeing, title to and risk of loss
of such Aircraft will at all times remain with Buyer and Boeing
will have such responsibility for such Aircraft while it is on
the ground at Boeing's Seattle, Washington, facilities as is
chargeable by law to a bailee for mutual benefit, but Boeing will
not be chargeable for loss of use.


Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix           

Its     Attorney-In-Fact       


ACCEPTED AND AGREED TO this

Date: October 10, 1996

CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis             

Its V.P.                       


1951-5R1
October 10, 1996


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


Subject:      Letter Agreement No. 1951-5R1 to
              Purchase Agreement No. 1951 -
              [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION
              PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to 
Model 737-624/-724/-824 aircraft (the Aircraft).  This Letter
Agreement supersedes and replaces in its entirety letter
Agreement 1951-5 dated July 23, 1996.

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix           

Its     Attorney-In-Fact       


ACCEPTED AND AGREED TO this

Date: October 10, 1996

CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis             

Its V.P.                       


1951-7R1
October 10, 1996


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


Subject:      Letter Agreement No. 1951-7R1 to
              Purchase Agreement No. 1951 -
              Spares Initial Provisioning

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft).  This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 1951-7 dated July 23,
1996.

All terms used herein and in the Agreement or Customer Services
General Terms Agreement (CSGTA), and not defined herein, will
have the same meaning as in the Agreement or the CSGTA.

1.     Applicability.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

2.     Initial Provisioning Meeting.

       Boeing will conduct an initial provisioning meeting
(Initial Provisioning Meeting) with Buyer to establish mutually
agreeable procedures to accomplish Buyer's initial provisioning
of spare parts for the Aircraft.  The parties will agree, during
the Initial Provisioning Meeting on the operational data to be
provided by Buyer for Boeing's use in preparing its quantity
recommendations for initial provisioning of spare parts for the
Aircraft, exclusive of special tools, ground support equipment,
engines and engine parts (Provisioning Items).  Such operational
data to be provided by Buyer will be the data described in
Section E of Boeing Manual D6-81834, entitled Spares Provisioning
Product Guide (Boeing Initial Provisioning Implementation Manual)
which will be furnished to Buyer prior to the Initial
Provisioning Meeting.  The parties will also agree on the
provisioning documentation data to be provided by Boeing.  Such
data will be essentially in accordance with the provisions of
Chapter 1 of ATA International Specification 2000, Revision 1,
dated April 20, 1989, as described in Boeing Initial Provisioning
Implementation Manual D6-49090 (such data will be hereinafter
referred to collectively as the "Provisioning Data").  Boeing
will provide instruction in the use of the initial provisioning
documentation.  This instruction will be provided in conjunction
with the Initial Provisioning Meeting.  In addition, the parties
will discuss spares ordering procedures and other matters related
to the provisioning for the Aircraft.  The time and location for
such Initial Provisioning Meeting will be mutually agreed upon
between the parties; however, Boeing and Buyer will use their
best efforts to convene such meeting within 30 days after
execution of the Agreement.

3.     Initial Provisioning Documentation.

       3.1    Provisioning Data.  Boeing will furnish
Provisioning Data to Buyer on or about November 1, 1996 for the
737-524 Aircraft, February 1 , 1997 for the 737-724/824 Aircraft
and January 1, 1998 for the 737-624 Aircraft unless otherwise
agreed to between Boeing and Buyer.  The Provisioning Data will
be as complete as possible and will cover Provisioning Items
selected by Boeing for review by Buyer for initial provisioning
for the Aircraft.  The Provisioning Data will set forth the
prices for Provisioning Items which are Boeing Spare Parts and
such prices will be firm and remain in effect until the date or
dates set forth in Paragraph 4.1, Boeing Spare Parts, by which
orders must be placed with Boeing.  Boeing will, from time to
time, until a date approximately 90 days following delivery of
the last Aircraft or until the delivery configuration of each of
the Aircraft is reflected in the Provisioning Data, whichever is
later, furnish to Buyer revisions to the Provisioning Data.

       3.2    Provisioning IPC.  Boeing will, on or about January
15, 1997 for the 737-524 Aircraft, March 1, 1997 for the 737-
724/824 Aircraft and January 1, 1998 for the 737-624 Aircraft,
furnish to Buyer a Boeing Illustrated Parts Catalog (IPC),
hereinafter referred to as the "Provisioning IPC."  The
Provisioning IPC will be as complete as possible and will cover
Provisioning Items selected by Boeing for review by Buyer for
initial provisioning for the Aircraft.  Boeing will, from time to
time, until a date approximately 90 days following delivery of
the last Aircraft, or until the delivery configuration of each of
the Aircraft is reflected in the Provisioning IPC, whichever is
later, furnish to Buyer revisions to the Provisioning IPC.

       3.3    Buyer Furnished Equipment (BFE) Provisioning Data.

              3.3.1  Boeing's Responsibility.  Boeing will
include BFE end items in the Provisioning Data and Provisioning
IPC for BFE installed on Buyer's Aircraft provided such equipment
has been installed on other Aircraft by Boeing and Boeing has
data on the BFE.

              3.3.2  Buyer's Responsibility.  Buyer will be
responsible for ensuring BFE data is provided to Boeing by the
BFE supplier in a format reasonably acceptable to Boeing for BFE
not covered by 3.3.1 above.  If the data is not provided to
Boeing in a timely manner and in a format reasonably acceptable
to Boeing, such BFE equipment will not be included in Boeing's
Provisioning Data or IPC.

       3.4    Other Data.  Boeing will submit to Buyer listings
of Raw Materials, Standard Parts and Bulk Materials recommended
for use by Buyer in the maintenance and repair of the Aircraft.

4.     Purchase from Boeing of Spare Parts as Initial
       Provisioning for the Aircraft.

       4.1    Boeing Spare Parts.  Buyer will place orders for
Provisioning Items by March 1, 1997 for the 737-524 Aircraft, May
1, 1997 for the 737-724/824 Aircraft and April 1, 1998 for the
737-624 Aircraft; provided, however, that in those instances
where Boeing submits any revision to the Provisioning Data, Buyer
will place orders for Boeing Spare Parts covered by such revision
within 120 days following the date of such submittal.  At Buyer's
request, Boeing will process "controlled shipments" by shipping
full or partial quantities of an order on a schedule specified by
Buyer, provided the final shipment is made no later than 24
months after receipt of the order.

       4.2    Vendor Provisioning Items.  Buyer may place orders
with Boeing for Provisioning Items which are manufactured by
vendors or to their detailed design and are covered by the
Provisioning Data as initial provisioning for the Aircraft.  The
price to Buyer for any such vendor Provisioning Item will be 112%
of the vendor's quoted price to Boeing therefor.  If Buyer elects
to purchase such vendor Provisioning Items from Boeing, Buyer
will place its orders therefor in accordance with the provisions
of Paragraph 4.1, Boeing Spare Parts.

       4.3    Ground Support Equipment and Special Tools.  Buyer
may place orders with Boeing for ground support equipment (GSE)
and special tools manufactured by vendors which Buyer determines
it will initially require for maintenance, overhaul and servicing
of the Aircraft and/or engines.  The price to Buyer for such GSE
or special tools will be one hundred twelve percent (112%) of the
vendor's quoted price to Boeing therefor.  If Buyer elects to
purchase such GSE and special tools from Boeing, Buyer will place
its orders therefor by the date set forth in Paragraph 4.1,
Boeing Spare Parts or such later date as the parties may mutually
agree.

       4.4    Spare Engines and Engine Spare Parts.  Buyer may
place orders with Boeing for spare engines and/or engine spare
parts which Buyer determines it will initially require for
support of the Aircraft or for maintenance and overhaul of the
engines.  The price to Buyer for such spare engines or such
engine spare parts, will be 105% of the engine manufacturer's
quoted price to Boeing for the engine, and 112% of the engine
manufacturer's quoted price to Boeing for the engine spare parts. 
If Buyer elects to purchase such spare engines or engine spare
parts through Boeing, Buyer will place its orders on a date to be
mutually agreed upon during the Initial Provisioning Meeting.

       4.5    QEC Kits.  Boeing will, on or about November 1,
1996 for the 737-524 Aircraft, January 1, 1997 for the 737-
724/824 Aircraft and December 1, 1997 for the 737-624 Aircraft,
furnish to Buyer a listing of all components which could be
included in the Quick Engine Change (QEC) kits which may be
purchased by Buyer from Boeing.  Buyer agrees to review such
listing and indicate by marking on one copy of such listing those
components that Buyer desires included in its QEC kits.  Buyer
will return such marked copy to Boeing within 30 days after
Buyer's receipt of such listing.  Within 30 days after Boeing's
receipt of such marked copy, Boeing will republish such listing
to reflect only those components selected by Buyer and will
provide copies of such republished listing to Buyer.  Boeing will
from time to time furnish revisions to such republished listing
until a date approximately 90 days after delivery of the last QEC
kit ordered by Buyer for the Aircraft.  Boeing will furnish to
Buyer as soon as practicable a statement setting forth a firm
price for the QEC kit configuration selected by Buyer.  Buyer
agrees to place orders with Boeing for the QEC kits for the
Aircraft within 120 days from receipt of the QEC component
listing as noted above for each corresponding model.

       4.6    Payment for Provisioning Items.  The payment
provisions of the General Terms Agreement between Boeing and
Buyer will be applicable to Provisioning Items ordered by Buyer
from Boeing for the Aircraft.

5.     Delivery.

       Boeing will, insofar as reasonably possible, deliver to
Buyer the Spare Parts ordered by Buyer in accordance with the
provisions of this letter on dates reasonably calculated to
conform to Buyer's anticipated needs in view of the scheduled
deliveries of the Aircraft.  Buyer and Boeing will agree upon the
date to begin delivery of the Provisioning Spare Parts ordered in
accordance with this letter.  Where appropriate, Boeing will
arrange for shipment of such Spare Parts, which are manufactured
by vendors, directly to Buyer from the applicable vendor's
facility.  The routing and method of shipment for initial
deliveries and all subsequent deliveries of such Spare Parts will
be as mutually agreed between Boeing and Buyer.

6.     Substitution for Obsolete Spare Parts.

       6.1    Obligation to Substitute.  In the event that, prior
to delivery of the first Current Generation Aircraft scheduled to
delivery in July 1997 with respect to Spare Parts for Current
Generation Aircraft and the first New Generation Aircraft
scheduled to deliver in January 1998 with respect to Spare parts
for New Generation Aircraft pursuant to the Agreement, any Spare
Part purchased by Buyer from Boeing in accordance with this
letter is rendered obsolete or unusable due to the redesign of
the Aircraft or of any accessory, equipment or part therefor,
(other than a redesign at Buyer's request), Boeing will deliver
to Buyer new and usable Spare Parts in substitution for such
obsolete or unusable Spare Parts and Buyer will return the
obsolete or unusable Spare Parts to Boeing.  Boeing will credit
Buyer's account with Boeing with the price paid by Buyer for any
such obsolete or unusable Spare Part and will invoice Buyer for
the purchase price of any such substitute Spare Part delivered to
Buyer.

       6.2    Delivery of Obsolete Spare Parts and Substitutes
Therefor.  Obsolete or unusable Spare Parts returned by Buyer
pursuant to this Item will be delivered to Boeing at its Seattle
Distribution Center, or such other destination as Boeing may
reasonably designate.  Spare Parts substituted for such returned
obsolete or unusable Spare Parts will be delivered to Buyer at
Boeing's Seattle Distribution Center, or such other Boeing
shipping point as Boeing may reasonably designate.  Boeing will
pay the freight charges for the shipment from Buyer to Boeing of
any such obsolete or unusable Spare Part and for the shipment
from Boeing to Buyer of any such substitute Spare Part.

7.     Repurchase of Provisioning Items.

       7.1    Obligation to Repurchase.  During a period
commencing 1 year after delivery of the first Aircraft under the
Agreement, and ending 5 years after such delivery, Boeing will,
upon receipt of Buyer's written request and subject to the
exceptions in Paragraph 7.2, Exceptions, repurchase unused and
undamaged Provisioning Items which (i) were recommended by Boeing
in the Provisioning Data as initial provisioning for the
Aircraft, (ii) were purchased by Buyer from Boeing, and (iii) are
surplus to Buyer's needs.

       7.2    Exceptions.  Boeing will not be obligated under
Paragraph 7.1, Obligation to Repurchase, to repurchase any of the
following:  (i) quantities of Provisioning Items in excess of
those quantities recommended by Boeing in the Provisioning Data
for the Aircraft, (ii) QEC Kits, Bulk Material Kits, Raw Material
Kits, Service Bulletin Kits, Standards Kits and components
thereof (except those components listed separately in the
Provisioning Data), (iii) Provisioning Items for which an Order
was received by Boeing more than 5 months after delivery of the
last Aircraft, (iv) Provisioning Items which have become obsolete
or have been replaced by other Provisioning Items as a result of
(a) Buyer's modification of the Aircraft or (b) design
improvements by Boeing or the vendor (other than Provisioning
Items which have become obsolete because of a defect in design if
such defect has not been remedied by an offer by Boeing or the
vendor to provide no charge retrofit kits or replacement parts
which correct such defect), and (v) Provisioning Items which
become excess as a result of a change in Buyer's operating
parameters, provided to Boeing pursuant to the Initial
Provisioning Meeting in Paragraph 2, which were the basis of
Boeing's initial provisioning recommendations for the Aircraft.

       7.3    Notification and Format.  Buyer will notify Boeing,
in writing, when Buyer desires to return Provisioning Items which
Buyer's review indicates are eligible for repurchase by Boeing
under the provisions of this Repurchase of Provisioning Items
paragraph.  Buyer's notification will include a detailed summary,
in part number sequence, of the Provisioning Items Buyer desires
to return.  Such summary will be in the form of listings, tapes,
diskettes or other media as may be mutually agreed between Boeing
and Buyer, and will include part number, nomenclature, purchase
order number, purchase order date and quantity to be returned. 
Within 5 business days after receipt of Buyer's notification,
Boeing will advise Buyer, in writing, when Boeing's review of
such summary will be completed.

       7.4    Review and Acceptance by Boeing.  Upon completion
of Boeing's review of any detailed summary submitted by Buyer
pursuant to Paragraph 7.3, Boeing will issue to Buyer a Material
Return Authorization (MRA) for those Provisioning Items Boeing
agrees are eligible for repurchase in accordance with this
Repurchase of Provisioning Items paragraph.  Boeing will advise
Buyer of the reason that any spare part included in Buyer's
detailed summary is not eligible for return.  Boeing's MRA will
state the date by which Provisioning Items listed in the MRA must
be redelivered to Boeing and Buyer will arrange for shipment of
such Provisioning Items accordingly.

       7.5    Price and Payment.  The price of each Provisioning
Item repurchased by Boeing pursuant to this Repurchase of
Provisioning Items paragraph will be an amount equal to 100% of
the original invoice price thereof.  In the case of Provisioning
Items manufactured by a vendor which were purchased pursuant to
Paragraph 4, Purchase from Boeing of Spare Parts as Initial
Provisioning for the Aircraft, hereof the repurchase price will
not include Boeing's 12% handling charge.  Boeing will pay the
repurchase price by issuing a credit memorandum in favor of Buyer
which may be applied against amounts due Boeing for the purchase
of aircraft, Spare Parts, services or data.

       7.6    Delivery of Provisioning Items. Provisioning Items
repurchased by Boeing pursuant to this Repurchase of Provisioning
Items paragraph will be delivered to Boeing F.O.B. at its Seattle
Distribution Center, or such other destination as Boeing may
reasonably designate.  Buyer will pay the freight charges for the
shipment from Buyer to Boeing of any such Provisioning Items.

8.     Obsolete Spare Parts and Surplus Provisioning Items -
       Title and Risk of Loss.

       Title to and risk of loss of any obsolete or unusable
Spare Parts returned to Boeing pursuant to Paragraph 6,
Substitution for Obsolete Spare Parts, will pass to Boeing upon
delivery thereof to Boeing.  Title to and risk of loss of any
Spare Part substituted for an obsolete or unusable Spare Part
pursuant to Paragraph 6, Substitution for Obsolete Spare Parts,
will pass to Buyer upon delivery thereof to Buyer.  Title to and
risk of loss of any Provisioning Item repurchased by Boeing
pursuant to Paragraph 7, Repurchase of Provisioning Items,  will
pass to Boeing upon delivery thereof to Boeing.  With respect to
the obsolete or unusable Spare Parts which may be returned to
Boeing and the Spare Parts substituted therefor, pursuant to
Paragraph 6, and the Provisioning Items which may be repurchased
by Boeing, pursuant to Paragraph 7, the party which has risk of
loss of any such Spare Part or Provisioning Item will have the
responsibility of providing any insurance coverage for it desired
by such party.

9.     Supplier Support.

       Boeing has entered, or anticipates entering, into product
support agreements with suppliers (Boeing Suppliers) of major
system components manufactured by such Suppliers to be installed
on the Aircraft (Supplier Components).  Such product support
agreements commit, or are expected to commit, the Boeing
Suppliers to provide to Buyer and/or the Buyer's designees
support services with respect to the Supplier Components which
can be reasonably expected to be required during the course of
normal operation.  This support includes but is not limited to
shelf-stock of certain spare parts, emergency spare parts, timely
delivery of spare parts, and technical data related to the
Supplier Components.  Copies of such product support agreements
will be provided to Buyer on or about April 1, 1997 in Boeing
Document D6-56115, Volumes 1 and 2.  In the event Buyer has used
due diligence in attempting to resolve any difficulty arising in
normal business transactions between Buyer and a Boeing Supplier
with respect to product support for a Supplier Component
manufactured by such Supplier and if such difficulty remains
unresolved, Boeing will, if requested by Buyer, assist Buyer in
resolving such difficulty.  Assistance will be provided by the
Spares Supplier Support and Data Management Organization within
the Boeing Buyer Services Division.

10.    Termination of Agreement for Excusable Delay.

       In the event of termination of the Agreement with respect
to any Aircraft

       (i)    pursuant to Article 6.2 of the Agreement, or

       (ii)   pursuant to Article 6.3 of the Agreement

such termination will, if Buyer so requests by written notice
received by Boeing within 15 days after such termination, also
discharge and terminate all obligations and liabilities of the
parties as to any Spare Parts which Buyer had ordered pursuant to
the Provisions of this letter as initial provisioning for such
Aircraft and which are undelivered on the date Boeing receives
such written notice.

Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix           

Its     Attorney-In-Fact       


ACCEPTED AND AGREED TO this

Date: October 10, 1996

CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis             

Its  V.P.                      


1951-8R1
October 10, 1996


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


Subject:      Letter Agreement No. 1951-8R1 to
              Purchase Agreement No. 1951 -
              [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION
              PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement), between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737-
624/-724/-824 aircraft (the Aircraft).  This Letter Agreement
supersedes and replaces in its entirety Letter Agreement 1951-8
dated July 23, 1996.

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY

By /s/ M. Monica Fix           

Its     Attorney-In-Fact       


ACCEPTED AND AGREED TO this

Date:  October 10, 1996

CONTINENTAL AIRLINES, INC.

By /s/ Brian Davis             

Its  V.P.                      


1951-9
October 10, 1996


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


Subject:      Letter Agreement No. 1951-9 to
              Purchase Agreement No. 1951 - 
              Option Aircraft - Model 737-624 Aircraft


Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Purchase Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-624 aircraft (the Aircraft).

All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.

In consideration of Buyer's purchase of the Aircraft, Boeing
hereby agrees to manufacture and sell up to [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] to Buyer, on the same terms and conditions set forth
in the Purchase Agreement, except as otherwise  described in
Attachment A hereto, and subject to the terms and conditions set
forth below.

1.     Delivery.

       The Option Aircraft will be delivered to Buyer during or
before the months set forth in the following schedule:

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

2.     Price.  [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

3.     Option Aircraft Deposit.

       In consideration of Boeing's grant to Buyer of options to
purchase the Option Aircraft as set forth herein, and concurrent
with the execution of the Purchase Agreement for the Aircraft,
Buyer will pay a deposit to Boeing of [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for
each Option Aircraft (the Option Deposit).  In the event Buyer
exercises an option herein for an Option Aircraft, the amount of
the Option Deposit for such Option Aircraft will be credited
against the first advance payment due for such Option Aircraft
pursuant to the advance payment schedule set forth in Article 5
of the Purchase Agreement.  

In the event that Buyer does not exercise its option to purchase
a particular Option Aircraft pursuant to the terms and conditions
set forth herein, Boeing shall be entitled to retain the Option
Deposit for such Option Aircraft.

4.     Option Exercise.

       To exercise its option to purchase the Option Aircraft,
Buyer shall give written notice thereof to Boeing on or before
the first business day of the month in each Option Exercise Date
shown below:

       Option Aircraft      Option Exercise Date

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

5.     Contract Terms.

       Within thirty (30) days after Buyer exercises an option to
purchase Option Aircraft pursuant to paragraph 4 above, Boeing
and Buyer will use their best reasonable efforts to enter into a
supplemental agreement amending the Purchase Agreement to add the
applicable Option Aircraft to the Purchase Agreement as a firm
Aircraft (the Option Aircraft Supplemental Agreement).

In the event the parties have not entered into such an Option
Aircraft Supplemental Agreement within the time period
contemplated herein, either party shall have the right,
exercisable by written or telegraphic notice given to the other
within ten (10) days after such period, to cancel the purchase of
such Option Aircraft.

6.     Cancellation of Option to Purchase.

       Either Boeing or Buyer may cancel the option to purchase
an Option Aircraft if any of the following events are not
accomplished by the respective dates contemplated in this Letter
Agreement, or in the Purchase Agreement, as the case may be:

       (i)    purchase of the Aircraft under the Purchase
Agreement for any reason not attributable to the cancelling
party;

       (ii)   payment by Buyer of the Option Deposit with respect
to such Option Aircraft pursuant to paragraph 3 herein; or

       (iii)  exercise of the option to purchase such Option
Aircraft pursuant to the terms hereof.

Any cancellation of an option to purchase by Boeing which is
based on the termination of the purchase of an Aircraft under the
Purchase Agreement shall be on a one-for-one basis, for each
Aircraft so terminated.

Cancellation of an option to purchase provided by this letter
agreement shall be caused by either party giving written notice
to the other within ten (10) days after the respective date in
question.  Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for
which the option to purchase has been cancelled shall thereupon
terminate.

Boeing shall promptly refund to Buyer, without interest, any
payments received from Buyer with respect to the affected Option
Aircraft.  Boeing shall be entitled to retain the Option Deposit
unless cancellation is attributable to Boeing's fault, in which
case the Option Deposit shall also be returned to Buyer without
interest.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

8.     Applicability.

       Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] that
are added to the Purchase Agreement by an Option Aircraft
Supplemental Agreement as firm Aircraft shall benefit from all
the applicable terms, conditions and provisions of the Purchase
Agreement.

If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix       

Its Attorney-in-Fact       


ACCEPTED AND AGREED TO this

Date:  October 10, 1996

CONTINENTAL AIRLINES, INC.,



By /s/ Brian Davis         

Its V.P.                   



Attachment


Model 737-624 Aircraft

1.     Option Aircraft Description and Changes.

       1.1    Aircraft Description.  The Option Aircraft are 
described by Boeing Detail Specification D6-38808-62, dated as of
even date herewith, as amended and revised pursuant to the
Purchase Agreement.

       1.2    Changes.  The Option Aircraft Detail Specification
shall be revised to include:

              (1)    Changes applicable to the basic Model 737-
800 aircraft which are developed by Boeing between the date of
the Detail Specification and the signing of an Option Aircraft
Supplemental Agreement.

              (2)    Changes mutually agreed upon.

              (3)    Changes required to obtain a Standard
Certificate of Airworthiness.

       1.3    Effect of Changes.   Changes to the Detail
Specification pursuant to the provisions of the clauses above
shall include the effects of such changes upon Option Aircraft
weight, balance, design and performance.

2.     Price Description.

       2.1    Price Adjustments.

              2.1.1  Base Price Adjustments.  The base aircraft
price (pursuant to Article 3 of the Purchase Agreement) of the
Option Aircraft will be adjusted to Boeing's and the engine
manufacturer's then-current prices as of the date of execution of
the Option Aircraft Supplemental Agreement.

              2.1.2  Special Features.  The price for special
features incorporated in the Option Aircraft Detail Specification
will be adjusted to Boeing's then-current prices for such
features as of the date of execution of the Option Aircraft
Supplemental Agreement only to the extent that such increase is
attributable to an increase in Boeing's cost for purchased
equipment.

              2.1.3  Escalation Adjustments.  The base airframe
and special features price will be escalated according to the
applicable airframe and engine manufacturer escalation provisions
contained in Exhibit D of the Purchase Agreement.

Buyer agrees that the engine escalation provisions will be
adjusted if they are changed by the engine manufacturer prior to
signing the Option Aircraft Supplemental Agreement.  In such
case, the then-current engine escalation provisions in effect at
the time of execution of the Option Aircraft Supplemental
Agreement will be incorporated into such agreement.

              2.1.4  Price Adjustments for Changes.  Boeing may
adjust the basic price and the advance payment base prices for
any changes mutually agreed upon by Buyer and Boeing subsequent
to the date that Buyer and Boeing enter into the Option Aircraft
Supplemental Agreement.

              2.1.5  BFE to SPE.  An estimate of the total price
for items of Buyer Furnished Equipment (BFE) changed to Seller
Purchased Equipment (SPE) pursuant to the Detail Specification is
included in the Option Aircraft price build-up.  The purchase
price of the Option Aircraft will be adjusted by the price
charged to Boeing for such items plus 10% of such price. 

3.     Advance Payments.

       3.1    Buyer shall pay to Boeing advance payments for the
Option Aircraft pursuant to the schedule for payment of advance
payments provided in the Purchase Agreement.


1951-10
October 10, 1996


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


Subject:      Letter Agreement No. 1951-10 to
              Purchase Agreement No. 1951 -
              Configuration Matters
              [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION
              PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737-624
aircraft (the Aircraft).

All terms used herein and in the Agreement and not defined
herein, have the same meaning as in the Agreement.

1.     Aircraft Configuration.

       1.1    Initial Configuration.  The initial configuration
of Buyer's Model 737-624 Aircraft has been defined by Detail
Specification D6-38808-62 as described in Exhibit A-3 of the
Agreement.  Because of the long period of time between the
signing of the Agreement and delivery of the first Aircraft,
Buyer will require that changes (Change Requests) be incorporated
in the Aircraft configuration.  Boeing will carefully consider
such Change Requests, and if practicable, incorporate these
changes into the production of the Aircraft prior to delivery.

       1.2    Final Configuration Schedule.  Boeing and Buyer
will discuss potential configuration changes as soon as practical
for both parties but no later than the end of this year.  Within
90 days after that meeting, Boeing will provide Buyer with Change
Request proposals for those configuration changes that can be
incorporated in Aircraft production.  Buyer will have 30 days
thereafter to accept or reject these Change Requests.

       1.3.   Buyer's Detail Specification.  After Buyer's
acceptance or rejection of the Change Requests contemplated
above, Boeing will provide to Buyer a Buyer-unique detail
specification (Detail Specification) reflecting the Aircraft
configuration as defined in the Agreement revised to reflect the
effects of accepted Change Requests.  Such Detail Specification
will also reflect changes made to Boeing's basic Model 737-600
aircraft specification between the Detail Specification
referenced in the Agreement and the date Boeing releases such
Detail Specification.  The price effects, if any, of such Change
Requests and changes to the basic specification will also be
reflected in an amendment to the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

4.     Agreement Amendment.

       Within 30 days after reaching agreement as to the final
configuration of the Aircraft, Boeing will provide to Buyer for
signature an amendment to the Agreement reflecting the effects of
the configuration changes agreed to by the parties.


Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix           

Its     Attorney-In-Fact       


ACCEPTED AND AGREED TO this

Date: October 10, 1996

CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis             

Its V.P.                       

1951-11
October 10, 1996


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


Subject:      Letter Agreement No. 1951-11 to
              Purchase Agreement No. 1951 -
              [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION
              PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996 (the Agreement), between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-524 aircraft (the Aircraft).

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix           

Its     Attorney-In-Fact       


ACCEPTED AND AGREED TO this

Date: October 10, 1996

CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis             

Its V.P.                       

6-1162-MMF-308R1
October 10, 1996


CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas  77019


Subject:      Letter Agreement No. 6-1162-MMF-308R1 to
              Purchase Agreement No. 1951 -
              Disclosure of Confidential Information

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-308 dated
July 23, 1996.

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

1.     Boeing and Buyer each understand that certain commercial
and financial information contained in the documents listed below
(Confidential Documents) is considered by the other party to be
confidential.

2.     Boeing and Buyer agree that each party will treat the
Confidential Documents and the information contained therein as
confidential and will not, without the other party's prior
written consent, disclose such Confidential Documents or any
information contained therein to any other person or entity
except as may be required by (i) applicable law or governmental
regulations; or (ii) for financing the Aircraft in accordance
with the provisions of Article 10 of the Agreement.

3.     In connection with any such disclosure or filing of the
Confidential Documents, or the information contained therein
pursuant to any such applicable law or governmental regulation,
Buyer or Boeing, as applicable, will request and use its best
reasonable efforts to obtain confidential treatment of such
Confidential Documents and the information contained therein. 
Boeing and Buyer agree to cooperate with each other in making and
supporting any such request for confidential treatment.


Schedule of Confidential Documents


1.     Letter Agreement No. 6-1162-MMF-295.

2.     Letter Agreement No. 6-1162-MMF-296.

3.     Letter Agreement No. 6-1162-MMF-308R1.

4.     Letter Agreement No. 6-1162-MMF-309R1.

5.     Letter Agreement No. 6-1162-MMF-310R1.

6.     Letter Agreement No. 6-1162-MMF-311R1.

7.     Letter Agreement No. 6-1162-MMF-312R1.

8.     Letter Agreement No. 6-1162-MMF-319.

9.     Letter Agreement No. 6-1162-MMF-378

10.    Letter Agreement No. 6-1162-MMF-379.

If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix       

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: October 10, 1996

CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis         

Its V.P.                   


6-1162-MMF-309R1
October 10, 1996


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


Subject:      Letter Agreement No. 6-1162-MMF-309R1 to
              Purchase Agreement No. 1951 - 
              [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION
              PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft).  This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-309.

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

6.  Confidential Treatment.  Boeing and Buyer understand that
certain commercial and financial information contained in this
Letter Agreement, including any attachments hereto, are
considered by both parties to be confidential.  Boeing and Buyer
further agree that each party will treat this Letter Agreement
and the information contained herein as confidential and will
not, without the other party's prior written consent, disclose
this Letter Agreement or any information contained herein to any
other person or entity except as provided in Letter Agreement 
6-1162-MMF-308R1.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.


Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix       

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: October 10, 1996

CONTINENTAL AIRLINES, INC.,


By /s/ Brian Davis         

Its V.P.                   


6-1162-MMF-310R1
October 10, 1996


CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas  77019

Subject:   Letter Agreement No. 6-1162-MMF-310R1 to
           Purchase Agreement No. 1951 -
           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
           TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft).  This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-310 dated
July 23, 1996.

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

9.   Confidential Treatment.

     Boeing and Buyer understand that certain commercial and
financial information contained in this Letter Agreement,
including any attachments hereto, are considered by both parties
to be confidential.  Boeing and Buyer further agree that each
party will treat this Letter Agreement and the information
contained herein as confidential and will not, without the other
party's prior written consent, disclose this Letter Agreement or
any information contained herein to any other person or entity
except as provided in Letter Agreement 
6-1162-MMF-308R1.

If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.


Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix       

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date:  October 10, 1996

CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis         

Its V.P.                   



6-1162-MMF-311R1
October 10, 1996


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


Subject:   Letter Agreement No. 6-1162-MMF-311R1 to 
           Purchase Agreement No. 1951 -
           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
           TO A REQUEST FOR CONFIDENTIAL TREATMENT]


Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1751 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-311 dated
July 23, 1996.

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

5.   Confidential Treatment.

     Boeing and Buyer agree that certain commercial and financial
information contained in this Letter Agreement is confidential
and subject to the confidentiality provisions of Letter Agreement
6-1162-MMF-308R1, Disclosure of Confidential Information.

If this Letter Agreement correctly states your understanding of
the matters treated herein, please so indicate by signature
below.

Very truly yours,

THE BOEING COMPANY



/s/ M. Monica Fix   
M. Monica Fix
Regional Director
Aircraft Contracts
Boeing Commercial Airplane Group

AGREED and ACCEPTED this 10th day of October, 1996.

CONTINENTAL AIRLINES, INC.



By: /s/ Brian Davis       

Its: V.P.                 


Attachment A to
Letter Agreement 6-1162-MMF-311R1

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
<PAGE>
Attachment B to
Letter Agreement 6-1162-MMF-311R1

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
<PAGE>
6-1162-MMF-312R1
October 10, 1996


CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas  77019


Subject:   Letter Agreement No. 6-1162-MMF-312R1 to
           Purchase Agreement No. 1951 -
           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
           TO A REQUEST FOR CONFIDENTIAL TREATMENT]


Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft).  This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-11621-MMF-312 dated
July 23, 1996.

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

3.   Confidential Treatment.  Boeing and Buyer understand that
certain commercial and financial information contained in this
Letter Agreement, including any attachments hereto, are
considered by both parties to be confidential.  Boeing and Buyer
further agree that each party will treat this Letter Agreement
and the information contained herein as confidential and will
not, without the other party's prior written consent, disclose
this Letter Agreement or any information contained herein to any
other person or entity except as provided in Letter Agreement 
6-1162-MMF-308R1.

If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.

Very truly yours,

THE BOEING COMPANY



By //s/ M. Monica Fix      

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO this

Date: October 10, 1996

CONTINENTAL AIRLINES, INC.


By /s/ Brian Davis         

Its V.P.                   


6-1162-MMF-378
October 10, 1996


CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas  77019


Subject:      Letter Agreement No. 6-1162-MMF-378 to
              Purchase Agreement No. 1951 -
              [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION
              PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between THE BOEING COMPANY (Boeing)
and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model 737-524
aircraft (the Aircraft). 

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

2.     Confidential Treatment.  Buyer understands that certain
commercial and financial information contained in this Letter
Agreement including any attachments hereto is considered by
Boeing as confidential.  Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity except as provided
in Letter Agreement 6-1162-MMF-308R1.


Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix           

Its     Attorney-In-Fact       


ACCEPTED AND AGREED TO this

Date: October 10, 1996



CONTINENTAL AIRLINES, INC.



By /s/ Brian Davis             

Its V.P.                       



Attachment


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


6-1162-MMF-379
October 10, 1996


CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas  77019


Subject:      Letter Agreement No. 6-1162-MMF-379 to
              Purchase Agreement No. 1951 -
              [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION
              PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between THE BOEING COMPANY (Boeing)
and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model 737-624
aircraft (the Aircraft). 

All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

2.    Confidential Treatment.  Buyer understands that certain
commercial and financial information contained in this Letter
Agreement including any attachments hereto is considered by
Boeing as confidential.  Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity except as provided
in Letter Agreement 6-1162-MMF-308R1.


Very truly yours,

THE BOEING COMPANY



By  /s/ M. Monica Fix          

Its     Attorney-In-Fact       


ACCEPTED AND AGREED TO this

Date:  October 10, 1996



CONTINENTAL AIRLINES, INC.



By  /s/ Brian Davis            

Its  V.P.                      



Attachment
       [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
       THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
       REQUEST FOR CONFIDENTIAL TREATMENT]





<TABLE>
                                   CONTINENTAL AIRLINES, INC.                      EXHIBIT 11.1
                                STATEMENT REGARDING COMPUTATION                     PAGE 1 OF 2
                                  OF PER SHARE EARNINGS (LOSS)                                 
                         (In millions of dollars, except per share data)


<CAPTION>
                                                               Year Ended December 31,      
                                                           1996         1995         1994   
<S>                                                     <C>          <C>          <C>
Primary:
Weighted average shares outstanding . . . . . . . . .   53,404,988   52,255,180   52,113,794 
Dilutive effect of outstanding stock options, 
 warrants and restricted stock grants (as
 determined by the application of the treasury 
 stock method). . . . . . . . . . . . . . . . . . . .   11,194,562   11,831,674            - 

Weighted average number of common shares 
 outstanding, as adjusted . . . . . . . . . . . . . .   64,599,550   64,086,854   52,113,794 

Income (loss) applicable to common shares . . . . . .   $      314   $      215   $     (619)
Add interest expense associated with the assumed
 reduction of borrowings, net of federal income
 tax effect . . . . . . . . . . . . . . . . . . . . .            -           16            - 

Income (loss), as adjusted. . . . . . . . . . . . . .   $      314   $      231   $     (619)

Per share amount. . . . . . . . . . . . . . . . . . .   $     4.87   $     3.60   $   (11.88)
</TABLE>




<TABLE>
                                   CONTINENTAL AIRLINES, INC.                      EXHIBIT 11.1
                                STATEMENT REGARDING COMPUTATION                     PAGE 2 OF 2
                                  OF PER SHARE EARNINGS (LOSS)                                 
                         (In millions of dollars, except per share data)


<CAPTION>
                                                               Year Ended December 31,      
                                                           1996         1995         1994   
<S>                                                     <C>          <C>          <C>
Fully diluted:
Weighted average shares outstanding . . . . . . . . .   53,404,988   52,255,180   52,113,794 
Dilutive effect of outstanding stock options, 
 warrants and restricted stock grants (as
 determined by the application of the treasury
 
 stock method). . . . . . . . . . . . . . . . . . . .   11,722,947   11,991,226            - 
Dilutive effect of convertible debentures . . . . . .      643,833    5,978,148            - 
Dilutive effect of 8 1/2% convertible trust 
 originated preferred securities. . . . . . . . . . .   10,332,920      913,744            - 
Dilutive effect of 6 3/4% convertible subordinated
 notes. . . . . . . . . . . . . . . . . . . . . . . .    5,838,424            -            - 
Weighted average number of common shares 
 outstanding, as adjusted . . . . . . . . . . . . . .   81,943,112   71,138,298   52,113,794 

Income (loss) applicable to common shares . . . . . .   $      314   $      215   $     (619)
Add interest expense associated with the assumed
 reduction of borrowings, net of federal income 
 tax effect . . . . . . . . . . . . . . . . . . . . .            -            3            - 
Add interest expense associated with the assumed
 conversion of convertible debentures . . . . . . . .            -            4            - 
Add interest expense associated with the assumed
 conversion of 8 1/2% convertible trust originated
 preferred securities, net of federal income tax 
 effect . . . . . . . . . . . . . . . . . . . . . . .           15            2            - 
Add interest expense associated with the assumed
 conversion of 6 3/4% convertible subordinated
 notes, net of federal income tax effect. . . . . . .            7            -            - 

Income (loss), as adjusted. . . . . . . . . . . . . .   $      336   $      224   $     (619)

Per share amount. . . . . . . . . . . . . . . . . . .   $     4.11   $     3.15   $   (11.88)
</TABLE>



                                                     Exhibit 21.1


           SUBSIDIARIES OF CONTINENTAL AIRLINES, INC.



<TABLE>
<CAPTION>
         SUBSIDIARY                     STATE OF INCORPORATION
<S>                                     <C>
Air Micronesia, Inc.                         Delaware

Continental Express, Inc.                    Delaware

Continental Micronesia, Inc.                 Delaware
</TABLE>





                                                     Exhibit 23.1


                 Consent of Independent Auditors


We consent to the incorporation by reference of our reports dated
February 10, 1997, with respect to the consolidated financial
statements and schedules of Continental Airlines, Inc. (the
"Company") included in this Form 10-K for the year ended December
31, 1996, into the following:

       (i)    the Company's Registration Statement on Form S-3
              (No. 33-79688) and in the related Prospectus;

      (ii)    the Company's Registration Statements on Form S-8
              (Nos. 33-81324, 33-60009 and 333-06993) pertaining
              to the Company's 1994 Incentive Equity Plan;

     (iii)    the Company's Registration Statements on Form S-8
              (Nos. 33-81326 and 33-59995) pertaining to the
              Company's 1994 Restricted Stock Grant.

      (iv)    the Company's Registration Statement on Form S-8
              (No. 333-16723) pertaining to the Company's 1997
              Employee Stock Purchase Plan;

       (v)    the Company's Registration Statement on Form S-8
              (No. 33-81328) pertaining to the Company's 1994
              Employee Stock Purchase Plan;

      (vi)    the Company's Registration Statement on Form S-4
              (No. 333-19627) relating to the Company's 9-1/2%
              Senior Notes due 2001 and the related Offering
              Memorandum;

     (vii)    the Company's Registration Statement on Form S-3
              (No. 333-07899) relating to the Company's 6-3/4%
              Convertible Subordinated
 Notes and the related
              Offering Circular;

    (viii)    the Company's Registration Statement on Form S-3
              (No. 333-09739) relating to Warrants, Class A Common
              Stock and Class B Common Stock and sales by certain
              Selling Securityholders and the related Prospectus;
              and

      (ix)    the Registration Statement on Form S-3 (No. 333-
              04601) of the Company and Continental Airlines
              Finance Trust relating to 8-1/2% Convertible Trust
              Originated Preferred Securities and the related
              Offering Memorandum.


                                        ERNST & YOUNG LLP

Houston, Texas
February 19, 1997


                                                     Exhibit 24.1


                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 5, 1997       By:  /s/ Thomas J. Barrack, Jr.
                              Print Name:  Thomas J. Barrack, Jr.

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December
 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 6, 1997       By:  /s/ Lloyd Bentsen
                              Print Name:  Lloyd Bentsen

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 7, 1997       By:  /s/ D. Bonderman
                              Print Name:  D. Bonderman

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 7, 1997       By:  /s/ Pat Foley
                              Print Name:  Pat Foley

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 5, 1997       By:  /s/ Douglas McCorkindale
                              Print Name:  Douglas McCorkindale

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 7, 1997       By:  /s/ George G.C. Parker
                              Print Name:  George G.C. Parker

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:                         By:  /s/ Richard W. Pogue
                              Print Name:  Richard W. Pogue

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 6, 1997       By:  /s/ William Price
                              Print Name:  William Price

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 5, 1997       By:  /s/ Donald L. Sturm
                              Print Name:  Donald L. Sturm

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 5, 1997       By:  /s/ Karen Hastie Williams
                              Print Name:  Karen Hastie Williams

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director and/or officer of Continental Airlines, Inc. (the
"Company"), does hereby constitute and appoint Lawrence W. Kellner
and Jeffery A. Smisek, or either of them, the undersigned's true
and lawful attorney or attorneys to execute in the name, place and
stead of the undersigned the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (and any amendments thereto),
to be filed by the Company under the Securities Exchange Act of
1934, as amended, as fully and effectively in all respects as the
undersigned could do if personally present.

     IN WITNESS WHEREOF, the undersigned has signed this Power of
Attorney on and as of the date set forth below.

Date:  February 5, 1997       By:  /s/ Charles A. Yamarone
                              Print Name:  Charles A. Yamarone




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                           1,061
<SECURITIES>                                         0
<RECEIVABLES>                                      377
<ALLOWANCES>                                         0
<INVENTORY>                                        111
<CURRENT-ASSETS>                                 1,634
<PP&E>                                           1,596
<DEPRECIATION>                                     522
<TOTAL-ASSETS>                                   5,206
<CURRENT-LIABILITIES>                            2,104
<BONDS>                                              0
<PREFERRED-MANDATORY>                               46
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                         581
<TOTAL-LIABILITY-AND-EQUITY>                     5,206
<SALES>                                          6,360
<TOTAL-REVENUES>                                 6,360
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 5,835
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 165
<INCOME-PRETAX>                                    428
<INCOME-TAX>                                        86
<INCOME-CONTINUING>                                325
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      6
<CHANGES>                                            0
<NET-INCOME>                                       319
<EPS-PRIMARY>                                     4.87
<EPS-DILUTED>                                     4.11
        

</TABLE>