SECURITIES AND EXCHANGE COMMISSION
                                       Washington, D.C.  20549

                                             SCHEDULE 13D

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



                                      Continental Airlines, Inc.             
                                           (Name of Issuer)

                                     Class B Common Stock                    
                                    (Title of Class of Securities)

                                              210795308                      
                                            (CUSIP Number)

         Peter V. Tuters, Senior Vice President and Chief Investment Officer
         American General Corporation, 2929 Allen Parkway, Houston  TX  77019
                                            (713) 522-1111                   
                            (Name, Address and Telephone Number of Person
                          Authorized to Receive Notices and Communications)

                                           August 11, 1995                   
                                 (Date of Event which Requires Filing
                                          of this Statement)


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

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






                                   (Continued on following page(s))

                                        Page 1 of  10   Pages
<PAGE>



  13D CUSIP No.  210795308                      Page   2    of  10    Pages


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

       AMERICAN GENERAL CORPORATION
       IRS #74-0483432
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       (a)
       (b)
   3   SEC USE ONLY


   4   SOURCE OF FUNDS

       WC, OO

   5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
       2(d) or 2(e)

   6   CITIZENSHIP OR PLACE OF ORGANIZATION

       Texas

   NUMBER OF      7    SOLE VOTING POWER

     SHARES            0

  BENEFICIALLY    8    SHARED VOTING POWER

    OWNED BY           1,055,002(1)(2)

      EACH        9    SOLE DISPOSITIVE POWER

   REPORTING           0

     PERSON
                 10    SHARED DISPOSITIVE POWER
      WITH
                       1,055,002(1)(2)

  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       1,055,002(1)(2)

  12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   X

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

       4.8%

  14   TYPE OF REPORTING PERSON

       HC, CO

(1)   1,054,719 of the shares reported in line items 8, 10 and 11 represent
      the reporting person's proportionate interest in certain Continental
      Airlines, Inc. ("Continental") securities beneficially owned by Air
      Partners, L.P. ("Air Partners"), a Texas limited partnership of which
<PAGE>
      American  General  Corporation ("American  General") is a limited
      partner.  On the basis of certain provisions of the limited partnership
      agreement of Air Partners, American General may be deemed to
      beneficially own the Continental securities beneficially owned by Air
      Partners that are attributable to the limited partnership interest of
      American General in such partnership.  Pursuant to Rule 13d-4
      promulgated under the Securities Exchange Act of 1934, American General
      disclaims beneficial ownership of any such shares.
(2)   Includes the shares of Class B Common Stock issuable upon exercise of
      615,024 Class B Common Stock Purchase Warrants beneficially owned by
      Air Partners and attributable to the limited partnership interest of
      American General in such partnership.
<PAGE>





                                                       Page 3 of 10 Pages


This Amendment No. 2 to Schedule 13D should be read together with the initial
Schedule 13D dated September 3, 1993 and Amendment No. 1 to Schedule 13D
dated December 14, 1993.

Item 1.     Security and Issuer.

            This statement relates to the Class B Common Stock of Continental
            Airlines, Inc. ("Continental"), located at 2929 Allen Parkway,
            Houston, Texas 77019.

Item 2.     Identity and Background.

(a)-(c)     American General Corporation ("American  General"), located at
            2929 Allen Parkway, Houston, Texas 77019, is a general business
            corporation incorporated in the State of Texas on February 26,
            1980, and is the successor to American General Insurance Company,
            a Texas fire and casualty insurer incorporated in 1926.  The
            shares of Class B Common Stock reported in this statement include
            283 shares owned by American General Life Insurance Company
            ("AGL"), a life insurance company organized in the State of Texas
            and an indirect, wholly-owned subsidiary of American General.

            A list of the directors and executive officers of American
            General is attached hereto as Exhibit 1 in response to Item
            2(a)-(c).

(d)-(e)     Neither American General or, to the best knowledge of American
            General, any of the executive officers or directors of American
            General has during the last five years (i) been convicted in a
            criminal proceeding (excluding traffic violations or similar
            misdemeanors) or (ii) been a party to a civil proceeding of a
            judicial or administrative body of competent jurisdiction and
            as a result of such proceeding was or is subject to a judgment,
            decree or final order enjoining future violations of, or
            prohibiting or mandating activities subject to, federal or state
            securities laws or finding any violation with respect to such
            laws.

(f)         Each of the executive officers and directors of American General
            is a citizen of the United States of America, with the exception
            of the Senior Vice President and Chief Investment Officer who is
            a citizen of Canada.

Item 3.     Source and Amount of Funds or Other Consideration.

            On November 23, 1994, an additional 283 shares of Class B Common
            Stock were distributed to AGL in settlement of its unsecured
            claims under the plan of reorganization of Continental approved
            by the United States Bankruptcy Court for the District of Delaware
            (the Bankruptcy Court). See the Item 3 discussion in the initial
            Schedule 13D dated September 3, 1993.

                                                         Page 4 of 10 Pages

            American General is a limited partner of Air Partners, L.P., a
            Texas limited partnership ("Air Partners").  On July 27, 1995,
            Air Partners acquired an aggregate 154,113 additional shares of
            Class B Common Stock (113,179 shares at $15.86 per share and
            40,934 shares at $13.40 per share) pursuant to the exercise of
            certain rights granted to it under Article Seventh of the
            Restated Certificate of Incorporation of Continental, which
            grants to Air Partners and Air Canada on a semi-annual basis the
            right to acquire under certain circumstances additional shares of
            Class B Common Stock in order to maintain their respective
            percentage ownership of the issued and outstanding shares of Class
            B Common Stock (AP Additional Shares and AC Additional Shares,
            respectively).  American General contributed cash in an amount
            equal to its pro rata share (calculated based on an 18.1818%
            limited partnership interest) of the capital required for Air
            Partners to exercise its right to purchase the 154,113 AP
            Additional Shares.  An aggregate of 28,021 of the AP Additional
            Shares acquired by Air Partners on July 27, 1995 are attributable
            to the limited partnership interest of American General in Air
            Partners.

            Air Partners also acquired the right to purchase certain of the
            AC Additional Shares; and Air Partners thereafter acquired an
            aggregate 328,660 additional shares of Class B Common Stock on
            August 11, 1995.  Such shares represent 4,207 AP Additional
            Shares and 324,453 AC Additional Shares.  American General
            contributed cash in an amount equal to its pro rata share
            (calculated based on an 18.1818% limited partnership interest)
            of the capital required for Air Partners to exercise its right to
            purchase the 4,207 AP Additional Shares at $13.40 per share.
            765 of the AP Additional Shares acquired by Air Partners on
            August 11, 1995 are attributable to the limited partnership
            interest of American General in Air Partners.  American General
            did not contribute cash or any other consideration in order for
            Air Partners to exercise its right to purchase the 324,453 AC
            Additional Shares; therefore, none of such shares are
            attributable to the limited partnership interest of American
            General in Air Partners.

            The price of shares of the Class B Common Stock that may be
            purchased by Air Partners pursuant to the rights provided in the
            Continental charter, as described in the second paragraph of this
            Item 3, is based upon the average of the closing prices of the
            Class B Common Stock on the last trading day of each week during
            the applicable six-month period ending June 30 or December 31.
            The price with respect to 113,179 of the AP Additional Shares
            purchased by Air Partners on July 27, 1995 was based upon prices
            of the Class B Common Stock during the six-month period ending
            December 31, 1994.  The price with respect to (i) 40,934 of the
            AP Additional Shares purchased by Air Partners on July 27, 1995
            and (ii) the 4,207 AP Additional shares purchased by Air Partners
            on August 11, 1995 was based upon prices of the Class B Common
            Stock during the six-month period ending June 30, 1995.

                                                          Page 5 of 10 Pages


Item 4.     Purpose of Transaction.

            With respect to the Indirect Shares (as defined in Item 5),
            American General intends to hold its interest therein as an
            investment and, depending upon its continuing evaluation of
            Continental's business and prospects and upon future
            developments, American General may from time to time determine to
            increase or decrease its investment, subject to the Air Partners
            limited partnership agreement (the "Partnership Agreement").
            See Item 5.

            283 shares of Class B Common stock were distributed to AGL in
            settlement of its unsecured claims under the plan of
            reorganization of Continental approved by the Bankruptcy Court.
            See the Item 3 discussion in the initial Schedule 13D dated
            September 3, 1993.


Item 5.     Interest in Securities of the Issuer.

(a)         On the basis of certain provisions of the Partnership Agreement,
            American General may be deemed to beneficially own the shares of
            Class B Common Stock and Class B Common Stock Purchase Warrants
            attributable to its limited partnership interest in Air Partners
            (the "Indirect Shares").  On such basis, American General may be
            deemed to beneficially own 1,054,719 shares of Class B Common
            Stock (including the shares of Class B Common Stock issuable upon
            exercise of 615,024 Class B Common Stock Purchase Warrants).
            Pursuant to Rule 13d-4, American General disclaims beneficial
            ownership of any such shares. 

            American General also disclaims beneficial ownership of 6,500
            shares of Class B Common Stock held by American General Series
            Portfolio Company, an investment company registered under the
            Investment Company Act of 1940.

            As the ultimate parent of AGL, American General may also be
            deemed to beneficially own the 283 shares of Class B Common Stock
            distributed to AGL in settlement of its unsecured claims under
            the plan of reorganization of Continental approved by the
            Bankruptcy Court.

            In the aggregate, American General may be deemed to beneficially
            own 1,055,002 shares of Class B Common Stock (including the
            439,695 shares of Class B Common Stock and 615,024 Class B Common
            Stock Purchase Warrants attributable to its limited partnership
            interest in Air Partners and the 283 shares received by AGL in
            the bankruptcy distribution), representing approximately 4.8% of
            the outstanding shares of Class B Common Stock.  Such percentage
            has been calculated on the basis of 21,837,362 outstanding shares
            of Class B Common Stock which, in accordance with Rule 13d-1(e)
            and Rule 13d-3(d)(1)(i), include (i) 20,893,678 shares of Class
            B Common Stock reported outstanding as of August 4, 1995 in
            Continental's second



                                                         Page 6 of 10 Pages

            quarter Form 10-Q, (ii) 4,207 AP Additional Shares and 324,453 AC
            Additional Shares acquired by Air Partners on August 11, 1995,
            and (iii) 615,024 shares of Class B Common Stock issuable upon
            exercise of Class B Common Stock Purchase Warrants attributable
            to the limited partnership interest of American General in Air
            Partners.

            Polls of the executive officers and directors of American
            General, regarding their holdings, if any, of the Class B Common
            Stock of Continental, were performed and no executive officer or
            director of American General holds any shares of Class B Common
            Stock.

(b)         American General may be deemed to have shared power to vote or to
            direct the vote, and to dispose or to direct the disposition of,
            the Indirect Shares.  See Item 6.

            As the ultimate parent of AGL, American General may be deemed to
            have shared power to vote or to direct the vote, and to dispose
            or to direct the disposition of, the 283 shares of Class B Common
            Stock distributed to AGL pursuant to the plan of reorganization
            of Continental approved by the Bankruptcy Court.

(c)         Other than the AP Additional Shares acquired by Air Partners on
            July 27 and August 11, 1995 that are attributable to the limited
            partnership interest of American General in Air Partners (an
            aggregate 28,786 shares of Class B Common Stock), there have been
            no transactions by American General in such class of securities
            during the past sixty (60) days.

(d)         Other than Air Partners and its Managing General Partner as to 
            the Indirect Shares, American General knows of no other person
            who has the right to receive or the power to direct the receipt
            of dividends from, or the proceeds from the sale of, any of the
            securities reported herein.

(e)         August 11, 1995 
<PAGE>


Item 6.     Contracts, Arrangements, Understandings of Relationships with
            Respect to Securities of the Issuer.

            See the description of certain provisions of the Partnership
            Agreement set forth in Item 6 of the initial Schedule 13D dated
            September 3, 1993.

Item 7.     Material to be Filed as Exhibits.

            Exhibit 1   Executive Officer and Director List for American
                        General in response to Item 2 (a)-(c).
<PAGE>




                                                        Page 7 of 10 Pages



                             SIGNATURE




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



                              AMERICAN GENERAL CORPORATION




Date:  August 16, 1995  BY:   /s/ PETER V. TUTERS             
                              Peter V. Tuters
                              Senior Vice President and
                               Chief Investment Officer
<PAGE>





                                                         Page 8 of 10 Pages




                               EXHIBIT INDEX


EXHIBIT NO.                             DESCRIPTION                            

   1             Executive Officer and Director List for American General in
                 response to Item 2 (a)-(c).
<PAGE>









                                                        Page 9 of 10 Pages

                                   EXHIBIT 1

                      DIRECTORS AND EXECUTIVE OFFICERS
                                   OF
                        AMERICAN GENERAL CORPORATION

      The following information is provided with regard to the directors and
executive officers of American General Corporation, a holding company.  The
business address for each of the directors and executive officers of American
General is 2929 Allen Parkway, Houston, Texas 77019, unless otherwise 
indicated.

                                                Present Principal
   Name and Business Address                  Occupation or Employment        

                                 DIRECTORS


J. Evans Attwell                    Partner, Vinson & Elkins L.L.P.
Vinson & Elkins L.L.P.              (attorneys).
2500 First City Tower
1001 Fannin
Houston, Texas 77002-6760

Brady F. Carruth                    President & Chief Executive Officer,
Gulf Coast Capital Corporation      Gulf Coast Capital Corporation.
8633 Antelope Drive
Houston, Texas 77063

W. Lipscomb Davis, Jr.              Partner, Hillsboro Enterprises
Hillsboro Enterprises               (investments).
201 4th Ave. North, Suite 1390
Nashville, Tennessee 37219

Robert M. Devlin                    Vice Chairman, American General Corporation.

Harold S. Hook                      Chairman and Chief Executive Officer,
                                    American General Corporation.

Larry D. Horner                     Chairman, Pacific USA Holdings Corp.
Pacific USA Holdings Corp.          (real estate and thrift operations).
100 Park Avenue, 28th Floor
New
 York, New York 10017

Richard J.V. Johnson                Chairman and Publisher, The Houston
The Houston Chronicle               Chronicle (newspaper publishing).
801 Texas Avenue
Houston, Texas 77002
<PAGE>





                                                     Page 10 of 10 Pages


                                                Present Principal
   Name and Business Address                  Occupation or Employment    

                                DIRECTORS (continued)

Robert E. Smittcamp                 President and Chief Executive Officer,
Lyons-Magnus Co., Inc.              Lyons-Magnus Co., Inc. (food processor)
1636 South Second Street
Fresno, California 93702

Anne M. Tatlock                     President, Fiduciary Trust Company
Fiduciary Trust Company             International. (banking)
   International
2 World Trade Center
New York, New York 10048-0772

James R. Tuerff                     President, American General Corporation.


                                EXECUTIVE OFFICERS
         (In addition to those Executive Officers who are also Directors)

Michael G. Atnip                    Senior Vice President - Operations Support,
                                    American General Corporation.

Jon P. Newton                       Senior Vice President and General Counsel,
                                    American General Corporation.

Nicholas R. Rasmussen               Senior  Vice President - Corporate
                                    Development, American General Corporation.

Peter V. Tuters                     Senior Vice President and Chief
                                    Investment Officer, American General
                                    Corporation.

Austin P. Young                     Senior Vice President and Chief Financial
                                    Officer, American General Corporation.

James L. Gleaves                    Vice President and Treasurer,
                                    American General Corporation.

Pamela J. Penny                     Vice President and Controller,
                                    American General Corporation.

John A. Adkins                      Associate General Counsel and Corporate
                                    Secretary, American General Corporation.
<PAGE>