UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                                                 
                            FORM 10-Q

(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

        FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                               OR

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

     FOR THE TRANSITION PERIOD FROM __________ TO __________

                  Commission File Number 0-9781

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

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

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

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

     Indicate by check mark whether 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 whether the registrant has filed all
documents and reports required to be filed by Sections 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 October 21, 1997, 8,406,064 shares of Class A common stock
and 50,289,587 shares of Class B common stock were outstanding.


                 PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.


<TABLE>

                   CONTINENTAL AIRLINES, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
              (In millions, except per share data)


<CAPTION>
                          Three Months Ended  Nine Months Ended
                             September 30,      September 30,   
                            1997      1996      1997      1996  
                              (Unaudited)         (Unaudited)
<S>                       <C>        <C>      <C>        <C>
Operating Revenue:
 Passenger . . . . . . .  $1,750     $1,546   $4,960     $4,440 
 Cargo, mail and other .     140        125      414        359 
                           1,890      1,671    5,374      4,799  

Operating Expenses:
 Wages, salaries and 
  related costs. . . . .     462        397    1,305      1,139 
 Aircraft fuel . . . . .     221        201      660        558 
 Commissions . . . . . .     152        135      437        398 
 Aircraft rentals. . . .     141        128      400        379 
 Maintenance, materials 
  and repairs. . . . . .     147        118      400        349 
 Other rentals and 
  landing fees . . . . .     104         89      299        258 
 Depreciation and 
  amortization . . . . .      64         63      186        195 
 Fleet disposition 
  charge . . . . . . . .       -        128        -        128 
 Other . . . . . . . . .     392        335    1,103        969 
                           1,683      1,594    4,790      4,373 

Operating Income . . . .     207         77      584        426 

Nonoperating Income 
 (Expense):
 Interest expense. . . .     (42)       (40)    (126)      (129)
 Interest capitalized. .       9          1       23          2 
 Interest income . . . .      14         11       41         30 
 Other, net. . . . . . .      (2)        (2)      (4)        19 
                             (21)       (30)     (66)       (78)

Income before Income
 Taxes, Minority 
 Interest and 
 Extraordinary Loss. . .     186         47      518        348 

Income Tax Provision . .     (69)       (19)    (192)       (57)

</TABLE>

                                         (continued on next page)


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

<CAPTION>
                          Three Months Ended  Nine Months Ended
                             September 30,      September 30,   
                            1997      1996      1997      1996  
                              (Unaudited)         (Unaudited)
<S>                       <C>        <C>      <C>        <C>
Income before Minority 
 Interest and
 Extraordinary Loss. . .  $  117     $   28   $  326     $  291 

Minority Interest. . . .       -         (1)       -         (3)

Distributions on 
 Preferred Securities 
 of Trust, net of
 applicable income
 taxes of $2, $2, 
 $6 and $6,
 respectively. . . . . .      (3)        (3)     (10)       (10)

Income before
 Extraordinary Loss. . .     114         24      316        278 

Extraordinary Loss,
 net of applicable
 income taxes of $2,
 $4, $2 and $4,
 respectively. . . . . .      (4)        (6)      (4)        (6)

Net Income . . . . . . .     110         18      312        272 

Preferred Dividend 
 Requirements. . . . . .       -         (1)      (2)        (3)

Income Applicable to 
 Common Shares . . . . .  $  110     $   17   $  310     $  269 
</TABLE>















                                         (continued on next page)


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

<CAPTION>
                          Three Months Ended  Nine Months Ended
                             September 30,      September 30,   
                            1997      1996      1997      1996  
                              (Unaudited)         (Unaudited)
<S>                       <C>         <C>      <C>        <C>
Earnings per Common and
 Common Equivalent Share:
  Income Before 
   Extraordinary Loss. .   $1.83      $0.35    $4.95      $4.26
  Extraordinary Loss,
   net of tax. . . . . .   (0.06)     (0.10)   (0.05)     (0.10)
  Net Income . . . . . .   $1.77      $0.25    $4.90      $4.16

Earnings per Common 
 Share Assuming
 Full Dilution:
  Income Before 
   Extraordinary Loss. .   $1.50      $0.34    $4.07      $3.58
  Extraordinary Loss,
   net of tax. . . . . .   (0.05)     (0.09)   (0.05)     (0.08)
  Net Income . . . . . .   $1.45      $0.25    $4.02      $3.50

Shares used for 
 Computation:
  Primary. . . . . . . .    62.3       64.6     63.4       64.7
  Fully diluted 
   excluding extra-
   ordinary loss . . . .    80.5       82.5     81.6       81.7
  Fully diluted 
   including extra-
   ordinary loss . . . .    80.5       64.6     81.6       81.7

  

</TABLE>















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


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

<CAPTION>
                                        September 30, December 31,
          ASSETS                            1997          1996    
                                         (Unaudited)
<S>                                     <C>           <C>
Current Assets:
 Cash and cash equivalents, including
  restricted cash and cash equivalents
  of $27 and $76, respectively . . . . . .  $  988      $1,061 
 Accounts receivable, net. . . . . . . . .     469         377 
 Spare parts and supplies, net . . . . . .     122         111 
 Prepayments and other . . . . . . . . . .     131          85 
  Total current assets . . . . . . . . . .   1,710       1,634 

Property and Equipment:
 Owned property and equipment:
  Flight equipment . . . . . . . . . . . .   1,537       1,199 
  Other. . . . . . . . . . . . . . . . . .     443         338 
                                             1,980       1,537 
  Less:  Accumulated depreciation. . . . .     438         370 
                                             1,542       1,167 

Purchase deposits for flight equipment         393         154 

Capital leases:
 Flight equipment. . . . . . . . . . . . .     271         396 
 Other . . . . . . . . . . . . . . . . . .      35          31 
                                               306         427 
 Less:  Accumulated amortization . . . . .     137         152 
                                               169         275 
  Total property and equipment . . . . . .   2,104       1,596 

Other Assets:
 Routes, gates and slots, net. . . . . . .   1,439       1,473 
 Reorganization value in excess of 
  amounts allocable to identifiable
  assets, net. . . . . . . . . . . . . . .     226         237 
 Investments . . . . . . . . . . . . . . .     131         134 
 Other assets, net . . . . . . . . . . . .     194         132 

  Total other assets . . . . . . . . . . .   1,990       1,976 

   Total Assets. . . . . . . . . . . . . .  $5,804      $5,206 


</TABLE>





                                         (continued on next page)

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

<CAPTION>
                                        September 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY        1997          1996    
                                         (Unaudited)
<S>                                     <C>          <C>
Current Liabilities:
 Current maturities of long-term debt. . .  $  260      $  201 
 Current maturities of capital leases. . .      38          60 
 Accounts payable. . . . . . . . . . . . .     761         705 
 Air traffic liability . . . . . . . . . .     835         661 
 Accrued payroll and pensions. . . . . . .     146         149 
 Accrued other liabilities . . . . . . . .     416         328 
  Total current liabilities. . . . . . . .   2,456       2,104 

Long-Term Debt . . . . . . . . . . . . . .   1,445       1,368 

Capital Leases . . . . . . . . . . . . . .     147         256 

Deferred Credits and Other Long-Term
 Liabilities:
 Deferred income taxes . . . . . . . . . .     253          75 
 Accruals for aircraft retirements and
  excess facilities. . . . . . . . . . . .     147         188 
 Other . . . . . . . . . . . . . . . . . .     299         331 
  Total deferred credits and other
   long-term liabilities . . . . . . . . .     699         594 

Commitments and Contingencies

Minority Interest. . . . . . . . . . . . .       -          15 

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

Redeemable Preferred Stock . . . . . . . .       -          46 

</TABLE>



(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.


                                         (continued on next page)


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

<CAPTION>
                                        September 30, December 31,
                                            1997          1996    
                                         (Unaudited)
<S>                                     <C>           <C>
Common Stockholders' Equity:
 Class A common stock - $.01 par,
  50,000,000 shares authorized;
  8,419,064 and 9,280,000 shares issued 
  and outstanding, respectively. . . . . . $    -       $    - 
 Class B common stock - $.01 par,
  200,000,000 shares authorized;
  50,192,171 and 47,943,343 shares
  issued and outstanding, respectively . .      -            - 
 Additional paid-in capital  . . . . . . .     613         693 
 Retained earnings (accumulated deficit) .     203        (109)
 Other . . . . . . . . . . . . . . . . . .      (1)         (3)
  Total common stockholders' equity. . . .     815         581 
   Total Liabilities and Stockholders'
    Equity . . . . . . . . . . . . . . . .  $5,804      $5,206 

</TABLE>




























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


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

<CAPTION>
                                            Nine Months
                                        Ended September 30, 
                                          1997        1996  
                                             (Unaudited)
<S>                                     <C>           <C>
Net Cash Provided by Operating
 Activities. . . . . . . . . . . . . . . $740         $685 

Cash Flows from Investing Activities:
 Capital expenditures. . . . . . . . . . (275)        (116)
 Purchase deposits paid in connection
  with future aircraft deliveries. . . . (242)         (79)
 Purchase deposits refunded in 
  connection with aircraft delivered . .   29           12 
 Proceeds from sale of America West
  stock and warrants . . . . . . . . . .    -           32 
 Other . . . . . . . . . . . . . . . . .    4           18 
  Net cash used by investing 
   activities. . . . . . . . . . . . . .  (484)       (133)

Cash Flows from Financing Activities:
 Payments on long-term debt and 
  capital lease obligations. . . . . . . (627)        (890)
 Proceeds from issuance of long-term
  debt, net. . . . . . . . . . . . . . .  505          553 
 Purchase of warrants to purchase
  Class B common stock . . . . . . . . .  (94)           - 
 Purchase of 9% minority interest
  in AMI . . . . . . . . . . . . . . . .  (18)           - 
 Redemption of preferred stock . . . . .  (48)           - 
 Proceeds from issuance of common
  stock. . . . . . . . . . . . . . . . .   18            7 
 Dividends paid on preferred securities
  of trust . . . . . . . . . . . . . . .  (16)         (17)
 Dividends paid to minority interest
  holder in connection with secured
  term loan financing. . . . . . . . . .    -          (13)
  Net cash used by financing activities.   (280)      (360)

</TABLE>











                                         (continued on next page)


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


<CAPTION>
                                            Nine Months
                                        Ended September 30, 
                                          1997        1996  
                                             (Unaudited)
<S>                                     <C>           <C>
Net Increase (Decrease) in Cash and 
 Cash Equivalents. . . . . . . . . . . . $(24)        $192 

Cash and Cash Equivalents - Beginning
 of Period (A) . . . . . . . . . . . . .  985          603 

Cash and Cash Equivalents - End of
 Period (A). . . . . . . . . . . . . . . $961         $795 

Supplemental Cash Flow Information:
 Interest paid . . . . . . . . . . . . . $104         $120 
 Income taxes paid . . . . . . . . . . . $  7         $  1 

Investing and Financing Activities
 Not Affecting Cash:
 Property and equipment acquired
  through the issuance of debt . . . . . $207         $ 54 
 Reduction of capital lease 
  obligations in connection with
  refinanced aircraft. . . . . . . . . . $ 97         $  - 
 Financed purchase deposits for 
  flight equipment, net. . . . . . . . . $ 52         $ 17 
 Capital lease obligations incurred. . . $ 15         $ 27 
 Purchase deposits refunded and used
  to reduce debt . . . . . . . . . . . . $ 31         $  - 



</TABLE>










(A) Excludes restricted cash of $76 million and $144 million at
    January 1, 1997 and 1996, respectively, and $27 million and $70
    million at September 30, 1997 and 1996, respectively.


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

                   CONTINENTAL AIRLINES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)


In the opinion of management, the unaudited consolidated financial
statements included herein contain all adjustments necessary to
present fairly the financial position, results of operations and
cash flows for the periods indicated.  Such adjustments are of a
normal, recurring nature.  The accompanying consolidated financial
statements should be read in conjunction with the consolidated
financial statements and the notes thereto contained in the Annual
Report of Continental Airlines, Inc. (the "Company" or
"Continental") on Form 10-K for the year ended December 31, 1996.

NOTE 1 - EARNINGS PER SHARE

The earnings per common share ("EPS") computations are based upon
earnings applicable to common shares and the average number of
shares of common stock, common stock equivalents (stock options,
warrants and restricted stock) and potentially dilutive securities
(e.g., convertible securities) outstanding.  For fully diluted
purposes, net income has been adjusted for the distributions on the
preferred securities of trust and interest expense (net of tax) on
the convertible debt.  Preferred stock dividend requirements
decreased net income in the EPS computations by approximately $2
million for the nine months ended September 30, 1997, and $1
million and $3 million for the three and nine months ended
September 30, 1996, respectively.  In April 1997, Continental
redeemed for cash all of the 460,247 outstanding shares of its
Series A 12% Cumulative Preferred Stock ("Series A 12% Preferred")
held by an affiliate of Air Canada, a Canadian corporation ("Air
Canada").  See Note 5.

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 - "Earnings per
Share" ("SFAS 128") which specifies the computation, presentation
and disclosure requirements for EPS.  SFAS 128 replaces the
presentation of primary and fully diluted EPS pursuant to
Accounting Principles Board Opinion No. 15 - "Earnings per Share"
("APB 15") with the presentation of basic and diluted EPS.  Basic
EPS excludes dilution and is computed by dividing net income
available to common stockholders by the weighted average number of
common shares outstanding for the period.  Diluted EPS reflects the
potential dilution that could occur if securities or other
obligations to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then
shared in the earnings of the entity.  The Company is required to
adopt SFAS 128 with its December 31, 1997 financial statements and
restate all prior-period EPS data.  The Company will continue to
account for EPS under APB 15 until that time.  

Under SFAS 128, the Company's basic and diluted EPS were:

<TABLE>
<CAPTION>
                       Three Months           Nine Months
                    Ended September 30,    Ended September 30,
                       1997     1996          1997     1996 
<S>                 <C>        <C>         <C>        <C>
Basic EPS (1)         $1.97    $0.42         $5.47    $5.06
Basic EPS (2)         $1.90    $0.30         $5.40    $4.94

Diluted EPS (1)       $1.48    $0.34         $4.06    $3.63
Diluted EPS (2)       $1.44    $0.26         $4.02    $3.55
</TABLE>

(1)  Excluding extraordinary loss.
(2)  Including extraordinary loss.

NOTE 2 - INCOME TAXES

Income taxes for the three and nine months ended September 30, 1997
were provided at the estimated annual effective tax rate.  Such
rate differs from the federal statutory rate of 35%, primarily due
to state and foreign income taxes and the effect of certain
expenses that are not deductible for income tax purposes.  Income
taxes for the three and nine months ended September 30, 1996 were
provided at the estimated effective tax rate, which differs from
the federal statutory rate of 35%, primarily due to net operating
loss carryforwards ("NOLs") for which a tax benefit had not
previously been recorded, state and foreign income taxes and the
effect of certain expenses that are not deductible for income tax
purposes.  

At December 31, 1996, the Company had estimated 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 NOLs and investment tax credits could
be limited.  Reflecting this possible limitation, the Company has
recorded a valuation allowance of $694 million at December 31,
1996.

The Company has consummated several built-in-gain transactions,
which resulted in the realization of tax benefits related to NOLs
attributable to the Company's predecessor.  To the extent the
Company consummates additional built-in-gain transactions, such
benefits will reduce the valuation allowance and reorganization
value in excess of amounts allocable to identifiable assets.  If
such reorganization value were exhausted, reductions in the
valuation allowance would decrease other intangibles.

NOTE 3 - 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.

NOTE 4 - OTHER

Aircraft Financing Transactions

In March 1997, Continental completed an offering of $707 million of
pass-through certificates.  The pass-through certificates are not
direct obligations of, or guaranteed by, Continental and are
therefore not included in the accompanying consolidated financial
statements.  The cash proceeds from the transaction were deposited
with an escrow agent and are being used to finance (through either
leveraged leases or secured debt financings) the debt portion of
the acquisition cost of up to 30 new aircraft from The Boeing
Company ("Boeing") scheduled to be delivered to Continental through
February 1998.  In connection therewith, owner participants have
committed equity financing to be used in leveraged leases of all
such aircraft.  As of September 30, 1997, 13 of such aircraft have
been delivered.  If any funds remain as deposits with the escrow
agent for such pass-through certificates at the end of the delivery
period (which may be extended to June 1998), such funds will be
distributed back to the certificate holders.  Such distribution
will include a make whole premium payable by Continental. 
Management believes that the likelihood that the Company will be
required to pay a material make whole premium is remote.

In April 1997, Continental entered into a $160 million floating
rate (e.g., LIBOR plus 1.125% or prime) secured revolving credit
facility (the "Facility").  The revolving loans made under the
Facility will be used for the purpose of making certain predelivery
payments to Boeing for new Boeing aircraft to be delivered through
December 1999.  The Facility contains certain financial covenants,
including maintenance of a minimum fixed charge ratio, a minimum
net worth and a minimum unrestricted cash balance.  Continental is
also restricted in its ability to pay cash dividends and make
certain other payments.

In June 1997, the Company acquired 10 aircraft previously leased by
it.  The debt financing for the acquisition of the six Boeing 737-
300 aircraft and the four McDonnell Douglas DC-9-82 aircraft was
funded by the private placement of $155 million of pass-through
certificates.  The pass-through certificates were issued by
separate pass-through trusts that acquired equipment trust notes
issued on a recourse basis by Continental.  Aircraft maintenance
expense in the second quarter of 1997 was reduced by approximately
$16 million due to the reversal of reserves that are no longer
required as a result of the transaction.

In September 1997, the Company, in cooperation with the airframe
and engine manufacturers, completed an offering of $89 million of
pass-through certificates to enable certain owner trustees to
finance the acquisition cost of nine Embraer ("EMB")-145ER regional
jets previously delivered to and leased by Continental.  The pass-
through certificates are not direct obligations of, or guaranteed
by, Continental and therefore are not included in the accompanying
consolidated financial statements.

Facility and Other Financing Transactions

In July 1997, Continental entered into a $575 million credit
facility (the "Credit Facility"), including a $275 million term
loan.  The proceeds of the term loan were loaned by Continental to
its wholly owned subsidiary Air Micronesia, Inc. ("AMI"), reloaned
by AMI to its wholly owned subsidiary Continental Micronesia, Inc.
("CMI"), and used by CMI to repay its existing secured term loan. 
In connection with this prepayment, Continental recorded a $4
million after tax extraordinary charge to consolidated earnings in
the third quarter of 1997.  The facility also includes a $225
million revolving credit facility and a $75 million term loan
commitment for general corporate purposes.

The Credit Facility is secured by substantially all of CMI's assets
(other than aircraft subject to other financing arrangements) but
does not contain any financial covenants relating to CMI other than
covenants restricting CMI's incurrence of certain indebtedness and
pledge or sale of assets.  AMI's rights with respect to its loan to
CMI and Continental's rights with respect to its loan to AMI (as
well as Continental's stock in AMI and AMI's stock in CMI) are
pledged as collateral for loans to Continental under the Credit
Facility.  In addition, the Credit Facility contains certain
financial covenants applicable to Continental and prohibits
Continental from granting a security interest on certain of its
international route authorities and domestic slots.

In April 1997, the City of Houston (the "City") completed the
offering of $190 million aggregate principal amount of tax-exempt
special facilities revenue bonds (the "IAH Bonds") payable solely
from rentals paid by Continental under long-term lease agreements
with the City.  The IAH Bonds are unconditionally guaranteed by the
Company.  The proceeds from the IAH Bonds are being used to finance
the acquisition, construction and installation of certain terminal
and other airport facilities located at Continental's hub at George
Bush Intercontinental Airport in Houston, including a new automated
people mover system linking Terminals B and C and 20 aircraft gates
in Terminal B into which Continental intends to expand its
operations.  The expansion project is expected to be completed by
the summer of 1999.  

The Company also announced plans to expand its hub facilities at
Hopkins International Airport in Cleveland which is expected to be
completed in the first quarter of 1999.  The expansion, which will
include a new jet concourse for the regional jet service offered by
Continental's wholly owned subsidiary, Continental Express, Inc.
("Express"), as well as other facility improvements, is expected to
cost approximately $120 million, which the Company expects will be
funded principally by the issuance of a combination of tax-exempt
special facilities revenue bonds and general airport revenue bonds
by the City of Cleveland.  In connection therewith, the Company
expects to enter into long-term leases with the City of Cleveland
under which rental payments will be sufficient to service the
related bonds.

In February 1997, the Company began construction of a new hangar
and improvements to a cargo facility at the Company's hub at Newark
International Airport which the Company expects to occupy in the
fourth quarter of 1997.  The Company expects to finance these
projects, which will cost approximately $21 million, through tax-
exempt bonds to be issued by the New Jersey Economic Development
Authority.  In addition, the Company is planning a facility
expansion at Newark which would require, among other things,
agreements to be reached with the applicable airport authority.

The Company has announced plans to build a wide-body aircraft
maintenance hangar in Honolulu, Hawaii at an estimated cost of $24
million.  Construction of the hangar, anticipated to be completed
by the second quarter of 1998, is expected to be financed by tax-
exempt special facilities revenue bonds issued by the State of
Hawaii.  In connection therewith, the Company expects to enter into
long-term leases under which rental payments will be sufficient to
service the related bonds.

Commitments

In June 1997, Continental signed a letter of intent with Boeing to
purchase 35 new widebody jet aircraft. The parties entered into a
definitive agreement in October 1997 relating to this order.  The
order consists of five firm Boeing 777-200 aircraft and 30 firm
Boeing 767-400ER aircraft, with options for six additional 777
aircraft.  This order is in addition to the five firm 777 aircraft
which the airline already had on order with Boeing, the deliveries
of which will be accelerated as part of this order.  The new
widebody aircraft will replace six DC-10-10 and 31 DC-10-30
aircraft, which will be retired as the new Boeing aircraft are
delivered, and will also be used to expand the airline's
international and transcontinental service.  The ten firm delivery
777 aircraft are scheduled to be delivered from September 1998
through May 1999, and the 30 firm 767 aircraft are scheduled to be
delivered starting in mid-2000 through the end of 2005.  In
connection with this new order, Continental has obtained the
flexibility to substitute certain aircraft on order with Boeing and
has obtained other benefits.  The Company currently plans to
substitute 777 aircraft for certain of the 767 aircraft.

In June 1997, Express exercised its option to order an additional
25 EMB-145ER regional jets.  Express is scheduled to take delivery
of these 50-seat aircraft from June 1998 through September 1999. 
Neither Express nor Continental will have any obligation to take
aircraft that are not financed by a third party and leased to the
Company.  The Company expects to account for all of these aircraft
as operating leases.

Other

On May 16, 1997, the stockholders of the Company approved the
Continental Airlines, Inc. 1997 Stock Incentive Plan (the
"Incentive Plan").  The Incentive Plan provides that the Company
may issue shares of restricted Class B common stock or grant
options to purchase shares of Class B common stock to non-employee
directors of the Company and employees of the Company or its
subsidiaries.  Subject to adjustment as provided in the Incentive
Plan, the aggregate number of shares of Class B common stock that
may be issued under the Incentive Plan may not exceed 2,000,000
shares, which may be originally issued or treasury shares or a
combination thereof.  The maximum number of shares of Class B
common stock that may be (i) subject to options granted to any one
individual during any calendar year may not exceed 200,000 shares
and (ii) granted as restricted stock may not exceed 100,000 shares
(in each case, subject to adjustment as provided in the Incentive
Plan).

Also on May 16, 1997, the stockholders of the Company approved the
Continental Airlines, Inc. 1997 Employee Stock Purchase Plan (the
"Purchase Plan").  Under the Purchase Plan, all employees of the
Company, including CMI and Express, may purchase shares of Class B
common stock of the Company at 85% of the lower of the fair market
value on the first day of the option period or the last day of the
option period.  Subject to adjustment, a maximum of 1,750,000
shares of Class B common stock are authorized for issuance under
the Purchase Plan.

In April the Company began collective bargaining agreement
negotiations with its Continental Airlines pilots, whose contract
became amendable in July 1997, and Express pilots, whose contract
became amendable in October 1997.  Negotiations are in progress to
amend these contracts.  The Company believes that mutually
acceptable agreements can be reached with such employees, although
the ultimate outcome of the negotiations is unknown at this time.

In February 1996, the Company sold approximately 1.4 million of its
1.8 million shares of America West Airlines, Inc. ("America West")
common stock for net proceeds of approximately $25 million in an
underwritten public offering.  A $13 million gain was realized on
the transaction.  In addition, 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 nonoperating income in the accompanying
consolidated statement of operations.

Continental has entered into block space arrangements with certain
other carriers whereby one or both of the carriers is obligated to
purchase capacity on the other carrier.  One such arrangement began
on June 1, 1997 pursuant to which the other carrier is sharing
Continental's costs of operating certain flights by committing to
purchase capacity on such flights.  Under this arrangement, the
Company's statements of operations reflect the reimbursement of $18
million and $24 million for the three and nine months ended
September 30, 1997, respectively, from the other carrier as an
offset to the Company's respective operating expenses.

NOTE 5 - RELATED PARTY TRANSACTIONS

In January 1997, Air Canada divested the remainder of its April
1993 investment in Continental common stock by selling on the open
market 5,600,000 shares of the Company's Class B common stock.

In April 1997, Continental redeemed for cash all of the 460,247
outstanding shares of its Series A 12% Preferred held by an
affiliate of Air Canada for $100 per share plus accrued dividends
thereon.  The redemption price, including accrued dividends,
totaled $48 million.

On June 2, 1997, the Company purchased for $94 million from Air
Partners, L.P. ("Air Partners") warrants to purchase 3,842,542
shares of Class B common stock (representing a portion of the total
warrants held by Air Partners).  The purchase price represents the
intrinsic value of the warrants (the difference between the closing
market price of the Class B common stock on May 28, 1997 ($34.25)
and the applicable exercise price).  The warrants sold by Air
Partners consisted of 2,314,687 Class B warrants exercisable for
$7.50 per share and 1,527,855 Class B warrants exercisable for
$15.00 per share.

In July 1997, the Company (i) purchased (a) the rights of United
Micronesia Development Association, Inc. ("UMDA") to receive future
payments under a services agreement between UMDA and CMI (pursuant
to which CMI pays UMDA approximately 1% of the gross revenues of
CMI, as defined, through January 1, 2012, which payment by CMI to
UMDA totaled $6 million in 1996) and (b) UMDA's 9% interest in AMI,
(ii) terminated the Company's obligations to UMDA under a
settlement agreement entered into in 1987, and (iii) terminated
substantially all of the other contractual arrangements between the
Company, AMI and CMI, on the one hand, and UMDA on the other hand,
for an aggregate consideration of $73 million.

NOTE 6 - NEW ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130 - "Reporting
Comprehensive Income" ("SFAS 130") that establishes standards for
the reporting and display of comprehensive income in financial
statements.  The Company will adopt SFAS 130 in the first quarter
of 1998.  SFAS 130 is not expected to have an impact on the
Company's results of operations or financial position.

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131 - "Disclosures
about Segments of an Enterprise and Related Information" ("SFAS
131") which specifies the presentation and disclosure requirements
for operating segments in annual financial statements and also
requires certain segment information in interim reports.  The
Company will adopt SFAS 131 in the first quarter of 1998.  SFAS 131
is not expected to have an impact on the Company's results of
operations or financial position.

NOTE 7 - SUBSEQUENT EVENTS

In October 1997, the Company completed an offering of $752 million
of pass-through certificates.  The pass-through certificates are
not direct obligations of, or guaranteed by, Continental and
therefore are not included in Continental's consolidated financial
statements.  The cash proceeds from the transaction were deposited
with an escrow agent and will be used to finance (through either
leveraged leases or secured debt financings) the debt portion of
the acquisition cost of up to 24 new Boeing aircraft scheduled to
be delivered to Continental from April 1998 through November 1998. 
If any funds remain as deposits with the escrow agent for such
pass-through certificates at the end of the delivery period (which
may be extended to May 1999), such funds will be distributed back
to the certificate holders.  


I
TEM 2.  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 risk factors set forth in
the Company's Form 10-K for the year ended December 31, 1996 and
the Company's registration statements filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
since December 31, 1996.  These risk factors identify important
factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements.

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, excise and similar
taxes, changing levels of operations, fuel prices, foreign currency
exchange rates and general economic conditions.

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 and nine months ended September 30, 1997 as compared to
the corresponding periods ended September 30, 1996.

Comparison of Three Months Ended September 30, 1997 to Three Months
Ended September 30, 1996

The Company recorded consolidated net income of $110 million and
$18 million for the three months ended September 30, 1997 and 1996,
respectively, including a $128 million fleet disposition charge
($77 million after taxes) in 1996 and after tax extraordinary
losses of $4 million and $6 million in 1997 and 1996, respectively. 
Excluding the fleet disposition charge in 1996, the Company's
income before income taxes, minority interest and extraordinary
loss increased in 1997 by $11 million, or 6.3%.  Management
believes that the Company benefitted in the third quarter of 1996
from the expiration of the aviation trust fund tax (the "ticket
tax").  The ticket tax, which expired on December 31, 1995, was
reinstated on August 27, 1996.  Management believes that the ticket
tax has a negative impact on the Company, although neither the
amount of such negative impact directly resulting from the
reimposition of the ticket tax, nor the benefit realized by its
expiration, can be precisely determined.

Passenger revenue increased 13.2%, $204 million, during the quarter
ended September 30, 1997 as compared to the same period in 1996,
primarily due to a 15.4% increase in revenue passenger miles,
offset by a 2.5% decrease in yield.

Cargo, mail and other revenue increased 12.0%, $15 million, in the
three months ended September 30, 1997 as compared to the same
period in the prior year, principally as a result of an increase in
freight and mail volumes due to a strike by certain employees of
United Parcel Services ("UPS") 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 16.4%, $65 million,
during the quarter ended September 30, 1997 as compared to the same
period in 1996, primarily due to an 8.7% increase in average full-
time equivalent employees in the third quarter of 1997 compared to
the third quarter of 1996 and increases in accruals for employee
profit sharing and other incentive programs, including the payment
of bonuses for on-time arrival performance.

Aircraft fuel expense increased 10.0%, $20 million, in the three
months ended September 30, 1997 as compared to the same period in
the prior year.  The average price per gallon, net of fuel hedging
gains of $16 million in 1996, increased from 60.1 cents in the
third quarter of 1996 to 60.2 cents in the third quarter of 1997. 
In addition, there was a 9.6% increase in the quantity of jet fuel
used from 322 million gallons in the third quarter of 1996 to 353
million gallons in the third quarter of 1997, principally
reflecting increased capacity.  

Commissions expense increased 12.6%, $17 million, in the quarter
ended September 30, 1997 as compared to the same period in the
prior year, primarily due to increased passenger revenue.

Aircraft rentals increased 10.2%, $13 million in the three months
ended September 30, 1997 as compared to the same period in 1996. 
The increase is a result of new aircraft inducted into operation in
Continental's fleet.

Maintenance, materials and repairs increased 24.6%, $29 million,
during the quarter ended September 30, 1997 as compared to the same
period in 1996, due principally to the volume and timing of engine
overhauls, increase in component costs and routine maintenance as
part of the Company's ongoing maintenance program.

Other rentals and landing fees increased 16.9%, $15 million, for
the three months ended September 30, 1997 compared to the same
period in 1996, due to higher facilities rentals and higher landing
fees resulting from increased operations.

During the third quarter of 1996, the Company recorded a fleet
disposition charge of $128 million ($77 million after taxes),
related 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.  

Other operating expense increased 17.0%, $57 million, in the three
months ended September 30, 1997 as compared to the same period in
the prior year, as a result of increases in passenger services,
advertising and publicity, reservations and sales expense and other
miscellaneous expense.

Interest capitalized increased $8 million in the third quarter of
1997 as compared to the third quarter of 1996 as a result of higher
average purchase deposits for flight equipment.

The income tax provision for the three months ended September 30,
1997 and 1996 of $69 million and $19 million, respectively,
consisted of federal, state and foreign income taxes.  

In July 1997 and 1996, extraordinary losses of $4 million (net of
$2 million income tax benefit) and $6 million (net of $4 million
income tax benefit), respectively, were recorded related to the
early extinguishment of debt.

Comparison of Nine Months Ended September 30, 1997 to Nine Months
Ended September 30, 1996

The Company recorded consolidated net income of $312 million and
$272 million for the nine months ended September 30, 1997 and 1996,
respectively, including a $128 million fleet disposition charge
($77 million after taxes) and a gain of $18 million on the sale of
certain shares of America West common stock and warrants in 1996
and after tax extraordinary losses of $4 million and $6 million in
1997 and 1996, respectively.  Excluding the fleet disposition
charge in 1996, the Company's income before income taxes, minority
interest and extraordinary loss increased during 1997 by $42
million, or 8.8%.  Management believes that the Company benefitted
in the first three quarters of 1996 and the first quarter of 1997
from the expiration of the ticket tax on December 31, 1995 and
December 31, 1996, respectively.  The ticket tax was reinstated on
August 27, 1996 and again on March 7, 1997, respectively. 
Management believes that the ticket tax has a negative impact on
the Company, although neither the amount of such negative impact
directly resulting from the reimposition of the ticket tax, nor the
benefit realized by its expiration, can be precisely determined. 
Additionally, the Company benefitted in the first six months of
1996 from the recognition of previously unbenefitted post-
reorganization NOLs.

Passenger revenue increased 11.7%, $520 million, during the nine
months ended September 30, 1997 as compared to the same period in
1996.  The increase was due to a 13.5% increase in revenue
passenger miles offset by a 1.9% decrease in yield.

Cargo, mail and other revenue increased 15.3%, $55 million, in the
nine months ended September 30, 1997 as compared to the same period
in the prior year, principally as a result of an increase in
freight and mail volumes primarily due to a strike by certain
employees of UPS, 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 14.6%, $166 million,
during the nine months ended September 30, 1997 as compared to the
same period in 1996, primarily due to an 8.6% increase in average
full-time equivalent employees in the first nine months of 1997
compared to the first nine months of 1996 and increases in employee
incentives.  In addition there was an increase in wage rates
resulting from a longevity pay increase for substantially all
employee groups effective July 1, 1996.

Aircraft fuel expense increased 18.3%, $102 million, in the nine
months ended September 30, 1997 as compared to the same period in
the prior year.  The average price per gallon, net of fuel hedging
gains of $37 million in 1996 increased 7.4% from 59.1 cents in the
first nine months of 1996 to 63.5 cents in the first nine months of
1997.  In addition, there was a 10.0% increase in the quantity of
jet fuel used from 913 million gallons in the first nine months of
1996 to 1,004 million gallons in the first nine months of 1997,
principally reflecting increased capacity.

Commissions expense increased 9.8%, $39 million, in the nine months
ended September 30, 1997 as compared to the same period in the
prior year, primarily due to increased passenger revenue.

Aircraft rentals increased 5.5%, $21 million during the nine months
ended September 30, 1997 as compared to the same period in 1996. 
The increase is a result of new aircraft inducted into operation in
Continental's fleet.

Maintenance, materials and repairs increased 14.6%, $51 million,
during the nine months ended September 30, 1997 as compared to the
same period in 1996, principally due to the volume and timing of
engine overhauls, increase in component costs and routine
maintenance as part of the Company's ongoing maintenance program. 
Aircraft maintenance expense was reduced by $16 million in 1997 due
to the reversal of reserves that are no longer required as a result
of the acquisition of 10 aircraft previously leased by the Company. 

Other rentals and landing fees increased 15.9%, $41 million, for
the nine months ended September 30, 1997 compared to the same
period in 1996, due to higher facilities rentals and higher landing
fees resulting from increased operations.

During the third quarter of 1996, the Company recorded a fleet
disposition charge of $128 million ($77 million after taxes),
related 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.  

Other operating expense increased 13.8%, $134 million, in the nine
months ended September 30, 1997 as compared to the same period in
the prior year, primarily as a result of increases in passenger
services, advertising and publicity, reservations and sales expense
and other miscellaneous expense.

Interest capitalized increased $21 million in the first nine months
of 1997 compared to the first nine months of 1996 as a result of
higher average purchase deposits for flight equipment resulting
from the acquisition of new aircraft.

Interest income increased 36.7%, $11 million, in the first nine
months of 1997 compared to the same period in the prior year,
principally due to an increase in the average invested balance of
cash and cash equivalents.

The Company's other nonoperating income (expense) in the nine
months ended September 30, 1997 included foreign currency losses. 
Other nonoperating income (expense) in the first nine months of
1996 consisted of an $18 million gain related to the sale of
America West common stock and warrants, a $5 million payment to
settle certain litigation arising out of the Company's decision in
1995 to cap domestic travel agency commissions and foreign currency
gains (primarily related to the Japanese yen).

The income tax provision for the nine months ended September
30,1997 and 1996 of $192 million and $57 million, respectively,
consists of federal, state and foreign income taxes.  During the
second quarter of 1996, the Company utilized previously
unbenefitted post-reorganization NOLs, and began accruing income
tax expense.

In July 1997 and 1996, extraordinary losses of $4 million (net of
$2 million income tax benefit) and $6 million (net of $4 million
income tax benefit), respectively, were recorded related to the
early extinguishment of debt.

Certain Statistical Information

An analysis of statistical information for Continental's jet
operations, excluding regional jet operations, for the periods
indicated is as follows:  


<TABLE>
<CAPTION>
                                  Three Months Ended       Net
                                    September 30,       Increase/
                                   1997        1996     (Decrease)  
<S>                                <C>        <C>       <C>
Revenue passenger miles 
 (millions) (1). . . . . . . . . . 13,038     11,302      15.4 %
Available seat miles 
 (millions) (2). . . . . . . . . .17,686      16,117       9.7 %
Passenger load factor (3). . . . .  73.7%       70.1%      3.6 pts.
Breakeven passenger load 
 factor (4). . . . . . . . . . . .  65.6%       61.0%      4.6 pts.
Passenger revenue per available
  seat mile (cents). . . . . . . .  9.18        8.95       2.6 %
Total revenue per available
 seat mile (cents) . . . . . . . . 10.05        9.81       2.4 %
Operating cost per available 
 seat mile (cents) (5) . . . . . .  8.98        8.60       4.4 %
Average yield per revenue 
  passenger mile (cents) (6) . . . 12.45       12.77      (2.5)%
Average fare per revenue 
 passenger . . . . . . . . . . . .$149.96    $144.70       3.6 %
Revenue passengers (thousands) . .10,822       9,972       8.5 %
Average length of aircraft
  flight (miles) . . . . . . . . .   991         914       8.4 %
Average daily utilization of
  each aircraft (hours) (7). . . . 10:19       10:17       0.3 %
Actual aircraft in fleet at 
 end of period (8) . . . . . . . .   334         314       6.4 %
</TABLE>



<TABLE>
<CAPTION>
                                   Nine Months Ended       Net
                                    September 30,       Increase/
                                   1997        1996     (Decrease)  
<S>                                <C>        <C>       <C>
Revenue passenger miles 
 (millions) (1). . . . . . . . . . 35,851     31,581      13.5 %
Available seat miles 
 (millions) (2). . . . . . . . . .50,004      45,820       9.1 %
Passenger load factor (3). . . . .  71.7%       68.9%      2.8 pts.
Breakeven passenger load 
 factor (4). . . . . . . . . . . .  63.5%       60.5%      3.0 pts.
Passenger revenue per available
  seat mile (cents). . . . . . . .  9.26        9.07       2.1 %
Total revenue per available
 seat mile (cents) . . . . . . . . 10.16        9.94       2.2 %
Operating cost per available 
 seat mile (cents) (5) . . . . . .  9.05        8.77       3.2 %
Average yield per revenue 
  passenger mile (cents) (6) . . . 12.91       13.16      (1.9)%
Average fare per revenue 
 passenger . . . . . . . . . . . .$149.19    $143.97       3.6 %
Revenue passengers (thousands) . .31,022      28,858       7.5 %
Average length of aircraft
  flight (miles) . . . . . . . . .   954         893       6.8 %
Average daily utilization of
  each aircraft (hours) (7). . . . 10:14        9:58       2.7 %
Actual aircraft in fleet at 
 end of period (8) . . . . . . . .   334         314       6.4 %
</TABLE>

Continental has entered into block space arrangements with certain other
carriers whereby one or both of the carriers is obligated to purchase
capacity on the other carrier.  One such arrangement began on June 1,
1997 pursuant to which the other carrier is sharing Continental's costs
of operating certain flights by committing to purchase capacity on such
flights.  The tables above exclude the statistics (which were not
material) for the capacity that was purchased and marketed by the other
carrier.

 (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)  Revenue passenger miles divided by available seat miles.
 (4)  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 nonoperating items.
 (5)  Excludes 1996 fleet disposition charge totaling $128 million.
 (6)  The average revenue received for each mile a revenue passenger is
      carried.
 (7)  The average block hours flown per day in revenue service per
      aircraft.
 (8)  1997 excludes four all-cargo 727 aircraft at CMI.

LIQUIDITY AND CAPITAL COMMITMENTS

During 1997, the Company completed several transactions intended to
strengthen its long-term financial position and enhance earnings.  

- -  In March 1997, Continental completed an offering of $707 million of
   pass-through certificates to be used to finance (through either
   leveraged leases or secured debt financings) the debt portion of the
   acquisition cost of up to 30 new Boeing aircraft scheduled to be
   delivered to Continental through February 1998. 

- -  In April 1997, Continental completed an offering of $190 million
   aggregate principal amount of tax-exempt special facilities revenue
   bonds to finance Continental's expansion of its hub at George Bush
   Intercontinental Airport in Houston.  These bonds are solely payable
   from rentals paid by Continental under long-term lease agreements
   with the City of Houston. 

- -  In April 1997, Continental entered into a $160 million secured
   revolving credit facility to be used for the purpose of making
   certain predelivery payments to Boeing for new Boeing aircraft to be
   delivered through December 1999.

- -  In April 1997, Continental redeemed for cash all of the 460,247
   outstanding shares of its Series A 12% Preferred held by an affiliate
   of Air Canada for $100 per share plus accrued dividends thereon.  The
   redemption price, including accrued dividends, totaled $48 million.

- -  In June 1997, Continental purchased from Air Partners warrants to
   purchase 3,842,542 shares of Class B common stock of the Company for
   $94 million in cash.

- -  In June 1997, Continental completed an offering of $155 million of
   pass-through certificates which were used to finance the acquisition
   of 10 aircraft previously leased by the Company.

- -  In July 1997, Continental entered into a $575 million credit
   facility, including a $275 million term loan.  The proceeds of the
   $275 million term loan were used by CMI to repay its existing secured
   term loan.  The facility also includes a $225 million revolving
   credit facility and a $75 million term loan commitment for general
   corporate purposes.  

- -  In July 1997, the Company (i) purchased (a) UMDA's right to receive
   future payments under a services agreement between UMDA and CMI and
   (b) UMDA's 9% interest in AMI, (ii) terminated the Company's
   obligations to UMDA under a settlement agreement entered into in
   1987, and (iii) terminated substantially all of the other contractual
   arrangements between the Company, AMI and CMI, on the one hand, and
   UMDA on the other hand, for an aggregate consideration of $73
   million. 

- -  In September 1997, Continental completed an offering of $89 million
   of pass-through certificates which were used to finance the debt
   portion of the acquisition cost of nine EMB-145ER regional jets.

- -  In October 1997, the Company completed an offering of $752 million of
   pass-through certificates to be used to finance (through either
   leveraged leases or secured debt financings) the debt portion of the
   acquisition cost of up to 24 new Boeing aircraft scheduled to be
   delivered to Continental from April 1998 through November 1998.

As of October 10, 1997, Continental had firm commitments with Boeing to
take delivery of a total of 115 narrowbody and 40 widebody jet aircraft
during the years 1997 through 2005 with options for an additional 91
aircraft (exercisable subject to certain conditions).  The narrowbody
aircraft will replace older, less efficient Stage 2 aircraft and allow
for growth of operations.  The new widebody aircraft will replace six
DC-10-10 and 31 DC-10-30 aircraft, which will be retired as the new
Boeing aircraft are delivered, and will also be used to expand
Continental's international and transcontinental service.  In connection
with this new order, the Company has obtained the flexibility to
substitute certain aircraft on order with Boeing and has obtained other
benefits.  The Company currently plans to substitute 777 aircraft for
certain of the 767 aircraft.  The Company's agreement with Boeing
provides that the Company will purchase from Boeing the carrier's
requirements for new jet aircraft (other than regional jets) over the
next 20 years, subject to certain conditions.  However, Boeing has
agreed with the European Commission not to enforce such provision.  

The estimated aggregate cost of the Company's firm commitments for the
155 Boeing aircraft is approximately $7 billion.  As of October 10,
1997, the Company has completed or has third party commitments for a
total of approximately $482 million in financing for its future Boeing
deliveries, and has commitments or letters of intent from various
sources for backstop financing for approximately one-third of the
anticipated acquisition cost of its future narrowbody and widebody
Boeing deliveries.  The Company currently plans on financing the new
Boeing aircraft with enhanced equipment trust certificates or similar
financing and lease equity, subject to availability and market
conditions.  However, further financing will be needed to satisfy
Continental's capital commitments for other aircraft and aircraft-
related expenditures such as engines, spare parts, simulators 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.  Deliveries of new Boeing aircraft are
expected to increase aircraft rental, depreciation and interest costs
while generating cost savings in the areas of maintenance, fuel and
pilot training.  

In September 1996, Express placed an order for 25 firm EMB-145ER
regional jets, with options for an additional 175 aircraft.  In June
1997, Express exercised its option to order 25 of such option aircraft. 
Express now has options for an additional 150 regional jets exercisable
at the election of Express over the next 12 years.  Neither Express nor
Continental will have any obligation to take aircraft that are not
financed by a third party and leased to the Company.  Express has taken 
delivery of 13 of the firm aircraft through October 1, 1997 and will
take delivery of the remaining 37 firm aircraft through the third
quarter of 1999.  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 $155 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 the nine months ended
September 30, 1997, aggregated $95 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 current financings or firm financing
commitments.  Continental has significant encumbered assets.

As of September 30, 1997, the Company had $961 million in cash and cash
equivalents (excluding restricted cash of $27 million), compared to $985
million (excluding restricted cash of $76 million) as of December 31,
1996.  Net cash provided by operating activities increased $55 million
during the nine months ended September 30, 1997 compared to the same
period in the prior year primarily due to an improvement in operating
income.  Net cash used by investing activities increased $351 million
for the nine months ended September 30, 1997 compared to the same period
in the prior year, principally due to an increase in fleet-related
capital expenditures.  Net cash used by financing activities for the
nine months ended September 30, 1997 compared to the same period in the
prior year decreased $80 million primarily due to a decrease in payments
on long-term debt and capital lease obligations.

See Note 4 in the Notes to the Financial Statements for a discussion of
the Company's plans to expand its airport facilities and the related
financing thereof.

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.  The Company has consummated several built-in-gain
transactions, which resulted in the realization of tax benefits related
to NOLs attributable to the Company's predecessor.  To the extent the
Company consummates additional built-in-gain transactions, such benefits
will reduce the valuation allowance and reorganization value in excess
of amounts allocable to identifiable assets.  If such reorganization
value were exhausted, reductions in the valuation allowance would
decrease other intangibles.

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 is 5.33% for October 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 annual NOL utilization would be limited to approximately
$130 million.

Continental has entered into block space arrangements with certain other
carriers whereby one or both of the carriers is obligated to purchase
capacity on the other carrier.  One such arrangement began on June 1,
1997 pursuant to which the other carrier is sharing Continental's costs
of operating certain flights by committing to purchase capacity on such
flights.  Under this arrangement, the Company's statements of operations
reflect the reimbursement from the other carrier as an offset to the
Company's respective operating expenses.  

As a result of the continuing weakness of the yen against the dollar,
CMI's operating earnings have declined during each of 1996 and 1997, and
are not expected to improve materially absent a stronger yen.

The Taxpayer Relief Act was enacted on August 5, 1997 and contains an
extension and modification of the ticket tax, plus new airline industry
taxes.  The new law increases the tax on international departures from
$6 to $12, imposes a new tax on international arrivals of $12, imposes
a domestic flight segment fee of $1 (increasing over a five-year phase-
in period to $3) per passenger per segment, reduces the ticket tax from
10% to 9% (decreasing over a three-year phase-in period to 7.5%) and
imposes a 7.5% tax on the sale of frequent flyer miles.  The departure
and arrival taxes apply to amounts paid for tickets on or after August
13, 1997, for travel beginning on or after October 1, 1997.  The new
domestic segment tax and the reduction in the ticket tax apply to
amounts paid and travel beginning on or after October 1, 1997. 
Management believes that this new law will have a negative impact on the
Company, although the amount of such negative impact cannot be precisely
determined.

In April 1997, the Company began collective bargaining agreement
negotiations with its Continental Airlines pilots, whose contract became
amendable in July 1997, and Express pilots, whose contract became
amendable in October 1997.  Negotiations are in progress to amend these
contracts.  The Company believes that mutually acceptable agreements can
be reached with such employees, although the ultimate outcome of the
negotiations is unknown at this time.  The Company's mechanics and
related employees recently voted to be represented by the International
Brotherhood of Teamsters (the "Teamsters").  The Company does not
believe that the Teamsters' union representation will be material to the
Company.  In September 1997, the Company announced that it intends to
bring all employees to industry standard wages (the average of the top
ten air carriers as ranked by the Department of Transportation,
excluding Continental) within the next 36 months.  The Company stated
that it would phase in wage increases over the 36-month period as its
revenue, interest rates and rental rates reach industry standards.  The
Company estimates that the increased wages will aggregate approximately
$500 million over the 36-month period.

Management believes that the Company's costs are likely to be affected
in the future by, among other matters, (i) higher aircraft rental
expense as new aircraft are delivered, (ii) higher wages, salaries and
related costs as the Company increases its employee compensation 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.


 
                     PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

   None.


ITEM 2. CHANGES IN SECURITIES.

   None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

   None.


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

   None.


ITEM 5. OTHER INFORMATION.

   None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

   (a)  Exhibits:

        10.1  Supplemental Agreement No. 9 to Purchase Agreement No.
              1783 between the Company and Boeing, dated August 13,
              1997, relating to the purchase of Boeing 757 aircraft. 

        11.1  Statement Regarding Computation of Per Share Earnings

        27.1  Financial Data Schedule.

   (b)  Reports on Form 8-K:

        None.


                              SIGNATURES


Pursuant to the requirements 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.           
                                      (Registrant)





Date:  October 29, 1997 by:  /s/ Lawrence W. Kellner      
                             Lawrence W. Kellner
                             Executive Vice President and
                             Chief Financial Officer 
                             (On behalf of Registrant)




Date:  October 29, 1997 by:  /s/ Michael P. Bonds         
                             Michael P. Bonds
                             Vice President and Controller
                             (Chief Accounting Officer)


                           INDEX TO EXHIBITS
                                  OF
                      CONTINENTAL AIRLINES, INC.



10.1      Supplemental Agreement No. 9 to Purchase Agreement No. 1783
          between the Company and Boeing, dated August 13, 1997,
          relating to the purchase of Boeing 757 aircraft.  (1)

11.1      Statement Regarding Computation of Per Share Earnings

27.1      Financial Data Schedule.

_______________

(1)  The Company has applied to the Commission for confidential
     treatment of a portion of this exhibit.





                                                     Exhibit 10.1
Supplemental Agreement No. 9

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 
August 13, 1997 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

WHEREAS, Buyer wishes to exercise [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 as set forth herein;

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 the increase of Block A-1 Aircraft from Twenty-Five
(25) to Twenty-Seven (27) and the increase of Block B Aircraft
from Six (6) to Nine (9).

    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
A-1 and 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 A-1 and Block B
Aircraft.

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


2.  Letter Agreements:

    2.1  Add revised Letter Agreement 1783-10R2, Option Aircraft,
to incorporate [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    2.2  Add revised Letter Agreement 6-1162-WLJ-375R5, Special
Matters, to add certain contractual matters.

    2.3  Add revised Letter Agreement 6-1162-WLJ-367R5,
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] which sum represents advance payments then due with
respect to the [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] Option Aircraft being
exercised and option deposits then due with respect to the
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 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/ Gunar O. Clem            By:    /s/ Brian Davis    


Its:    Attorney-In-Fact           Its:   Vice President     

<PAGE>
                       TABLE OF CONTENTS

ARTICLES                                           Page  Rev. By

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. 7-1    SA#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

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

1783-5            Promotional Support                     SA#2

1783-6            Configuration Matters                   SA#2

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH  SA#2
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A 
REQUEST FOR CONFIDENTIAL TREATMENT]

1783-8            Spare Parts Provisioning                SA#2

1783-9            Escalation Sharing                      SA#5

1783-10R2         Option Aircraft                         SA#9

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH  SA#2
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A 
REQUEST FOR CONFIDENTIAL TREATMENT]

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

6-1162-WLJ-369    Additional Considerations               SA#2

6-1162-WLJ-372    Conditions Relating to                  SA#2
                    Purchase Agreement

6-1162-WLJ-375R4  Special Matters                         SA#8

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH  SA #2
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A 
REQUEST FOR CONFIDENTIAL TREATMENT]

6-1162-WLJ-391R1  Special Purchase Agreement Provisions   SA#4

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH  SA#2
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A 
REQUEST FOR CONFIDENTIAL TREATMENT]

6-1162-WLJ-405    Certain Additional Contractual          SA#2
                    Matters

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH  SA#2
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A      SA#3
REQUEST FOR CONFIDENTIAL TREATMENT]                       SA#5
                                                          SA#6
                                                          SA#7


SUPPLEMENTAL AGREEMENTS                 Dated as of:

Supplemental Agreement No. 1            April 29, 1993

Supplemental Agreement No. 2            November 4, 1993

Supplemental Agreement No. 3            November 19, 1993

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

Supplemental Agreement No. 9            August 13, 1997




<PAGE>
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, A-1 and B Aircraft.  Twenty-
seven (27) Block A and A-1 Aircraft (the Block A and A-1
Aircraft) and Nine (9) Block B Aircraft (the Block B Aircraft)
manufactured in accordance with Boeing detail specification
D924N104-3, 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.


<PAGE>
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:

            Month and Year
            of Delivery            Quantity of Aircraft

            Block A 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]

                 Total:                  Twenty-Seven (27)

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

            Total:                       Nine (9)

            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.


<PAGE>
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 MATTER
                 Special Features        OMITTED AND FILED
                 Engine Price            SEPARATELY WITH THE
                                         SECURITIES AND EXCHANGE
                 Block A Aircraft        COMMISSION PURSUANT TO
                 Basic Price             A REQUEST FOR
                                         CONFIDENTIAL TREATMENT] 

                 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 MATTER
                 Special Features        OMITTED AND FILED
                 Engine Price            SEPARATELY WITH THE
                                         SECURITIES AND EXCHANGE
                 Block A-1/B Aircraft    COMMISSION PURSUANT TO
                 Basic Price             A REQUEST FOR
                                         CONFIDENTIAL TREATMENT]

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, [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 

            Block A 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.

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



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


<PAGE>
August 13, 1997
1783-10R2



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

Subject:       Letter Agreement No. 1783-10R2 to
               Purchase Agreement No. 1783 - Option Aircraft


Ladies and Gentlemen:

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-
10R1.

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 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 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.  Applicability.

    Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft 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/ Gunar O. Clem     

Its Attorney in Fact

ACCEPTED AND AGREED TO this

Date: August 13, 1997

CONTINENTAL AIRLINES, INC.,



By   /s/ Brian Davis       

Its Vice President
Attachment


<PAGE>
Model 757-224 Aircraft

1.  Option Aircraft Description and Changes.

    1.1  Aircraft Description.  The Option Aircraft are 
described by Boeing Detail Specification D924N104-3, 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.
<PAGE>
August 13, 1997
6-1162-WLJ-375R5



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


Subject:       Letter Agreement No. 6-1162-WLJ-375R5 to
               Purchase Agreement No. 1783 -
               Special Matters


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-375R4 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 1783-10R2 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].

[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].

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-367R5.

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/ Gunar O. Clem     

Its Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date: August 13, 1997

CONTINENTAL AIRLINES, INC.



By   /s/ Brian Davis       

Its Vice President

<PAGE>
Attachment A to 6-1162-WLJ-375R5
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]




<PAGE>
August 13, 1997
6-1162-WLJ-367R5



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


Subject:  Letter Agreement No. 6-1162-WLJ-367R5 to
    Purchase Agreement No. 1783 -
    Disclosure of Confidential Information


Ladies and Gentlemen:

This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model 757-224 aircraft (the Aircraft). 
Letter Agreement 6-1162-WLJ-367R4 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.

1.  Boeing and Buyer each understand that certain commercial and
financial information contained in the documents listed below and
any documents that amend, supplement or supersede such document
(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. [CONFIDENTIAL MATERIAL OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.  Letter Agreement No. 6-1162-WLJ-367R5.

3.  Letter Agreement No. 6-1162-WLJ-369.

4.  Letter Agreement No. 6-1162-WLJ-372.

5.  Letter Agreement No. 6-1162-WLJ-375R5.

6.  Letter Agreement No. [CONFIDENTIAL MATERIAL OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

7.  Letter Agreement No. [CONFIDENTIAL MATERIAL OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

8.  Letter Agreement No. 6-1162-WLJ-391R1.

9.  Letter Agreement No. [CONFIDENTIAL MATERIAL OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

10. Letter Agreement No. 6-1162-WLJ-405.

11. Letter Agreement No. [CONFIDENTIAL MATERIAL OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

12. Letter Agreement No. [CONFIDENTIAL MATERIAL OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

13. Letter Agreement No. 6-1162-RGP-945.

14. Letter Agreement No. [CONFIDENTIAL MATERIAL OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

15. Letter Agreement No. [CONFIDENTIAL MATERIAL OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

16. Letter Agreement No. [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/ Gunar O. Clem   

Its    Attorney-In-Fact    


ACCEPTED AND AGREED TO 

Dated as of August 13, 1997

CONTINENTAL AIRLINES, INC.



By     /s/ Brian Davis     

Its    Vice President      





                                                               Exhibit 11.1
                                                               Page 1 of 2 



<TABLE>
                        CONTINENTAL AIRLINES, INC.
           STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
                  (In millions, except per share amount)


<CAPTION>
                                     Three Months        Nine Months
                                        Ended              Ended
                                     September 30,       September 30,    
                                      1997    1996      1997    1996  
<S>                                  <C>      <C>       <C>     <C>
Primary:
Weighted average shares 
 outstanding. . . . . . . . . . . .   58.0    53.4      57.4     53.2
Dilutive effect of outstanding
 stock options, warrants and
 restricted stock grants (as 
 determined by the application 
 of the treasury stock method). . .    4.3    11.2       6.0     11.5

Weighted average number of common
 shares outstanding, as adjusted. .   62.3    64.6      63.4     64.7

Income applicable to common shares
 before extraordinary loss. . . . .  $ 114   $  23     $ 314    $ 275

Per share amount before
 extraordinary loss . . . . . . . .  $1.83   $0.35     $4.95    $4.26

Income applicable to common
 shares after extraordinary 
 loss . . . . . . . . . . . . . . .  $ 110   $  17     $ 310    $ 269

Per share amount after
 extraordinary loss . . . . . . . .  $1.77   $0.25     $4.90    $4.16

</TABLE>
















                                                   (continued on next page)

                                                               Exhibit 11.1
                                                               Page 2 of 2 



<TABLE>
                        CONTINENTAL AIRLINES, INC.
           STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
                  (In millions, except per share amount)



<CAPTION>
                                     Three Months        Nine Months
                                        Ended              Ended
                                      1997    1996      1997    1996  
<S>                                  <C>      <C>       <C>     <C>
Fully diluted:
Weighted average shares 
 outstanding. . . . . . . . . . . .   58.0    53.4      57.4     53.2
Dilutive effect of outstanding
 stock options, warrants and
 restricted
 stock grants (as
 determined by the application
 of the treasury stock method). . .    4.6    11.2       6.3     12.1
Dilutive effect of Series A
 debentures . . . . . . . . . . . .      -       -         -      0.9
Dilutive effect of 8-1/2%
 convertible trust originated
 preferred securities . . . . . . .   10.3    10.3      10.3     10.3
Dilutive effect of 6-3/4%
 convertible subordinated notes . .    7.6     7.6       7.6      5.2

Weighted average number of
 common shares outstanding,
 as adjusted. . . . . . . . . . . .   80.5    82.5      81.6     81.7

Income applicable to
 common shares. . . . . . . . . . .  $ 114   $  23     $ 314    $ 275
Add distributions associated
 with the assumed conversion of
 8-1/2% convertible trust
 originated preferred securities,
 net of federal income tax
 effect . . . . . . . . . . . . . .      4       3        10       12
Add interest expense associated
 with the assumed conversion of
 6-3/4% convertible subordinated
 notes, net of federal income 
 tax effect . . . . . . . . . . . .      2       2         8        5

Income, as adjusted, before
 extraordinary loss . . . . . . . .  $ 120   $  28     $ 332    $ 292

Per share amount before
 extraordinary loss . . . . . . . .  $1.50   $0.34     $4.07    $3.58

Income, as adjusted, after
 extraordinary loss . . . . . . . .  $ 116   $  22     $ 328    $ 286

Per share amount, after
 extraordinary loss . . . . . . . .  $1.45   $0.25     $4.02    $3.50
</TABLE>




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                             988
<SECURITIES>                                         0
<RECEIVABLES>                                      469
<ALLOWANCES>                                         0
<INVENTORY>                                        122
<CURRENT-ASSETS>                                  1710
<PP&E>                                            2104
<DEPRECIATION>                                     575
<TOTAL-ASSETS>                                    5804
<CURRENT-LIABILITIES>                             2456
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                         815
<TOTAL-LIABILITY-AND-EQUITY>                      5804
<SALES>                                           5374
<TOTAL-REVENUES>                                  5374
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                  4790
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 126
<INCOME-PRETAX>                                    518
<INCOME-TAX>                                       192
<INCOME-CONTINUING>                                316
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      4
<CHANGES>                                            0
<NET-INCOME>                                       312
<EPS-PRIMARY>                                      4.9
<EPS-DILUTED>                                     4.02
        

</TABLE>