SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                SCHEDULE 13D


                  Under the Securities Exchange Act of 1934
                             (Amendment No. 1)*

                         Continental Airlines, Inc.
                              (Name of Issuer)

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

                           210795209 and 210795308
                               (CUSIP Number)

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

                               August 10, 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 / /.


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

**The total number of shares reported herein is 4,267,934 and 6,528,405 of
Class A and Class B shares, respectively, which constitutes approximately
54.6% and 26.5%, respectively, of the total number of Class A and Class B
shares outstanding.  The foregoing ownership percentages set forth herein
assume that there are 7,820,790 and 24,607,970 shares of the Class A and Class
B Common Stock, respectively, outstanding. 

<PAGE>

<PAGE>                                                                      
1.        Name of Reporting Person:

          Air Partners, L.P.
                                                                            
2.        Check the Appropriate Box if a Member of a Group:
                                                          (a) / /

                                                          (b) /X/
3.        SEC Use Only
                                                                            
4.        Source of Funds:  OO-Partnership Contributions

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

6.        Citizenship or Place of Organization: Texas
                                                                            
                      7.   Sole Voting Power:
                           Class A - 2,740,000 (1)
Number of                  Class B - 2,742,773 (1)
Shares                                                                      
Beneficially          8.   Shared Voting Power: -0-
Owned By                                                                    
Each                  9.   Sole Dispositive Power:
Reporting                  Class A - 2,740,000 (1)
Person With                Class B - 2,742,773 (1)
                                                                            
                      10.  Shared Dispositive Power: -0-
                                                                            
11.       Aggregate Amount Beneficially Owned by Each Reporting Person:

                      Class A - 4,259,734 (2)
                      Class B - 6,125,405 (3)
                                                                            
12.       Check Box if the Aggregate Amount in Row (11) Excludes Certain
          Shares:
                                                              /x/ See Item 2.
                                                                            
13.       Percent of Class Represented by Amount in Row (11):

                      Class A - 54.5% (2)(4)
                      Class B - 24.9% (3)(5)
                                                                            
14.       Type of Reporting Person: PN        
                                                                            
- ------------
(1)       Power is exercised through its two general partners, 1992 Air GP and
          Air II General, Inc.  Additionally, the voting and dispositive power
          with respect to the shares of Class A Common Stock and Class B
          Common Stock held by Air Partners, L.P. may, under certain
          circumstances, be deemed to be shared with, or may be exercised by,
          the limited partners of Air Partners, L.P. as further described in
          Item 6 hereof.
(2)       Assumes the exercise of warrants to purchase 1,519,734 shares of
          Class A Common Stock.
(3)       Assumes the exercise of warrants to purchase 3,382,632 shares of
          Class B Common Stock.
(4)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 7,820,790 shares of Class A Common Stock outstanding which
          includes the warrants to purchase shares of Class A Common Stock
          held by Air Partners, L.P. but does not include warrants held by any
          other persons.
(5)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 24,604,970 shares of Class B Common Stock outstanding which
          includes the warrants to purchase shares of Class B Common Stock
          held by Air Partners, L.P. but does not include warrants held by any
          other persons.


<PAGE>

<PAGE>                                                                      
1.        Name of Reporting Person:

          1992 Air GP
                                                                            
2.        Check the Appropriate Box if a Member of a Group:
                                                          (a) / /

                                                          (b) /X/
3.        SEC Use Only

4.        Source of Funds:  Not Applicable

5.        Check Box if Disclosure of Legal Proceedings is Required Pursuant to
          Item 2(d) or 2(e):                                  / /
                                                                            
6.        Citizenship or Place of Organization: Texas
                                                                            
                      7.   Sole Voting Power: -0-
                                                                            
Number of             8.   Shared Voting Power:
Shares                     Class A - 2,740,000 (1)(2)
Beneficially               Class B - 2,742,773 (1)(2)
Owned By                                                                    
Each                  9.   Sole Dispositive Power: -0-
Reporting                                                                   
Person With           10.  Shared Dispositive Power:
                           Class A - 2,740,000 (1)(2)
                           Class B - 2,742,773 (1)(2)
                                                                            
11.       Aggregate Amount Beneficially Owned by Each Reporting Person:

                      Class A - 4,259,734 (2)(3)
                      Class B - 6,125,405 (2)(4)
                                                                            
12.       Check Box if the Aggregate Amount in Row (11) Excludes Certain
          Shares:
                                                              /x/ See Item 2.
                                                                            
13.       Percent of Class Represented by Amount in Row (11):

                      Class A - 54.5% (3)(5)
                      Class B - 24.9% (4)(6)
                                                                            
14.       Type of Reporting Person: PN        
                                                                            
- -------------
(1)       Power is exercised through its majority general partner, 1992 Air,
          Inc.  Additionally, the voting and dispositive power with respect to
          the shares of Class A Common Stock and Class B Common Stock held by
          Air Partners, L.P. may, under certain circumstances, be deemed to be
          shared with, or may be exercised by, the limited partners of Air
          Partners, L.P. as further described in Item 6 hereof.
(2)       Solely in its capacity as one of two general partners of Air
          Partners, L.P.
(3)       Assumes the exercise of warrants to purchase 1,519,734 shares of
          Class A Common Stock.
(4)       Assumes the exercise of warrants to purchase 3,382,632 shares of
          Class B Common Stock.
(5)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 7,820,790 shares of Class A Common Stock outstanding which
          includes the warrants to purchase shares of Class A Common Stock
          held by Air Partners, L.P. but does not include warrants held by any
          other persons.
(6)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 24,604,970 shares of Class B Common Stock outstanding which
          includes the warrants to purchase shares of Class B Common Stock
          held by Air Partners, L.P. but does not include warrants held by any
          other persons.


<PAGE>

<PAGE>                                                                      
1.        Name of Reporting Person:

          Air II General, Inc.
                                                                            
2.        Check the Appropriate Box if a Member of a Group:
                                                          (a) / /

                                                          (b) /X/

3.        SEC Use Only

4.        Source of Funds:  Not Applicable

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

6.        Citizenship or Place of Organization: Texas
                                                                            
                      7.   Sole Voting Power: -0-
                                                                            
Number of             8.   Shared Voting Power:
Shares                     Class A - 2,740,000 (1)(2)
Beneficially               Class B - 2,742,773 (1)(2)
Owned By                                                                    
Each                  9.   Sole Dispositive Power: -0-
Reporting                                                                   
Person With           10.  Shared Dispositive Power:
                           Class A - 2,740,000 (1)(2)
                           Class B - 2,742,773 (1)(2)
                                                                            
11.       Aggregate Amount Beneficially Owned by Each Reporting Person:

                      Class A - 4,259,734 (2)(3)
                      Class B - 6,125,405 (2)(4)
                                                                            
12.       Check Box if the Aggregate Amount in Row (11) Excludes Certain
          Shares:
                                                              /x/ See Item 2.
                                                                            
13.       Percent of Class Represented by Amount in Row (11):

                      Class A - 54.5% (3)(5)
                      Class B - 24.9% (4)(6)
                                                                            
14.       Type of Reporting Person: CO        
                                                                            
- ------------
(1)       Power is exercised through its controlling shareholder, David
          Bonderman.  Additionally, the voting and dispositive power with
          respect to the shares of Class A Common Stock and Class B Common
          Stock held by Air Partners, L.P. may, under certain circumstances,
          be deemed to be shared with, or may be exercised by, the limited
          partners of Air Partners, L.P. as further described in Item 6
          hereof.
(2)       Solely in its capacity as one of two general partners of Air
          Partners, L.P.
(3)       Assumes the exercise of warrants to purchase 1,519,734 shares of
          Class A Common Stock.
(4)       Assumes the exercise of warrants to purchase 3,382,632 shares of
          Class B Common Stock.
(5)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 7,820,790 shares of Class A Common Stock outstanding which
          includes the warrants to purchase shares of Class A Common Stock
          held by Air Partners, L.P. but does not include warrants held by any
          other persons.
(6)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 24,604,970 shares of Class B Common Stock outstanding which
          includes the warrants to purchase shares of Class B Common Stock
          held by Air Partners, L.P. but does not include warrants held by any
          other persons.


<PAGE>

<PAGE>                                                                      
1.        Name of Reporting Person:

          1992 Air, Inc.
                                                                            
2.        Check the Appropriate Box if a Member of a Group:
                                                          (a) / /

                                                          (b) /X/
                                                                            
3.        SEC Use Only

4.        Source of Funds:  Not Applicable

5.        Check Box if Disclosure of Legal Proceedings is Required Pursuant to
          Item 2(d) or 2(e):                                  / /
                                                                            
6.        Citizenship or Place of Organization: Texas
                                                                            
                      7.   Sole Voting Power: -0-
                                                                            
Number of             8.   Shared Voting Power:
Shares                     Class A - 2,740,000 (1)(2)
Beneficially               Class B - 2,742,773 (1)(2)
Owned By                                                                    
Each                  9.   Sole Dispositive Power: -0-
Reporting                                                                   
Person With           10.  Shared Dispositive Power:
                           Class A - 2,740,000 (1)(2)
                           Class B - 2,742,773 (1)(2)
                                                                            
11.       Aggregate Amount Beneficially Owned by Each Reporting Person:
 
                      Class A - 4,259,734 (2)(3)
                      Class B - 6,125,405 (2)(4)
                                                                            
12.       Check Box if the Aggregate Amount in Row (11) Excludes Certain
          Shares:
                                                              /x/ See Item 2.
                                                                            
13.       Percent of Class Represented by Amount in Row (11):

                      Class A - 54.5% (3)(5)
                      Class B - 24.9% (4)(6)
                                                                            
14.       Type of Reporting Person: CO        
                                                                            
- ------------
(1)       Power is exercised through its controlling shareholder, David
          Bonderman.  Additionally, the voting and dispositive power with
          respect to the shares of Class A Common Stock and Class B Common
          Stock held by Air Partners, L.P. may, under certain circumstances,
          be deemed to be shared with, or may be exercised by, the limited
          partners of Air Partners, L.P. as further described in Item 6
          hereof.
(2)       Solely in its capacity as one of two general partners of 1992 Air
          GP.
(3)       Assumes the exercise of warrants to purchase 1,519,734 shares of
          Class A Common Stock.
(4)       Assumes the exercise of warrants to purchase 3,382,632 shares of
          Class B Common Stock.
(5)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 7,820,790 shares of Class A Common Stock outstanding which
          includes the warrants to purchase shares of Class A Common Stock
          held by Air Partners, L.P. but does not include warrants held by any
          other persons.
(6)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 24,604,970 shares of Class B Common Stock outstanding which
          includes the warrants to purchase shares of Class B Common Stock
          held by Air Partners, L.P. but does not include warrants held by any
          other persons.


<PAGE>

<PAGE>                                                                      
1.        Name of Reporting Person:

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

                                                          (b) /X/
                                                                            
3.        SEC Use Only

4.        Source of Funds:  Not Applicable

5.        Check Box if Disclosure of Legal Proceedings is Required Pursuant to
          Item 2(d) or 2(e):                                  / /
                                                                            
6.        Citizenship or Place of Organization: David Bonderman is a citizen
          of the United States of America.
                                                                            
                      7.   Sole Voting Power: Class A - 8,200 (1)
                                              Class B - 200,000 (2)
                                                                            
Number of             8.   Shared Voting Power:
Shares                     Class A - 2,740,000 (3)
Beneficially               Class B - 2,742,773 (3)
Owned By                                                                    
Each                  9.   Sole Dispositive Power: Class A - 8,200(1)
Reporting                                          Class B - 200,000 (2)
Person With           10.  Shared Dispositive Power:
                           Class A - 2,740,000 (3)
                           Class B - 2,742,773 (3)
                                                                            
11.       Aggregate Amount Beneficially Owned by Each Reporting Person:

                      Class A - 4,267,934 (1)(3)(4)(9)
                      Class B - 6,528,405 (2)(3)(5)(8)(9)
                                                                            
12.       Check Box if the Aggregate Amount in Row (11) Excludes Certain
          Shares:
                                                              /x/ See Item 2.
                                                                            
13.       Percent of Class Represented by Amount in Row (11):

                      Class A - 54.6% (4)(6)
                      Class B - 26.5% (2)(5)(7)(8)
                                                                            
14.       Type of Reporting Person: IN
                                                                            
- ------------
(1)       Solely in his capacity as general partner of the Bonderman Family
          Limited Partnership with respect to 8,200 shares.
(2)       Solely in his capacity as general partner of the Bonderman Family
          Limited Partnership with respect to 200,000 shares.  
(3)       Solely in his capacity as the controlling shareholder of each of Air
          II General, Inc. and 1992 Air, Inc. with respect to 2,740,000 shares
          of Class B Common Stock and 2,742,773 shares of Class A Common
          Stock.  Additionally, the voting and dispositive power with respect
          to the shares of Class A Common Stock and Class B Common Stock held
          by Air Partners, L.P. may, under certain circumstances, be deemed to
          be shared with, or may be exercised by, the limited partners of Air
          Partners, L.P. as further described in Item 6 hereof. 
(4)       Assumes the exercise of warrants to purchase 1,519,734 shares of
          Class A Common Stock.
(5)       Assumes the exercise of warrants to purchase 3,382,632 shares of
          Class B Common Stock.
(6)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 7,820,790 shares of Class A Common Stock outstanding which
          includes the warrants to purchase shares of Class A Common Stock
          held by Air Partners, L.P. but does not include warrants held by any
          other persons.
(7)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 24,607,970 shares of Class B Common Stock outstanding which
          includes the warrants to purchase shares of Class B Common Stock
          held by Air Partners, L.P. and the director options held by Mr.
          Bonderman but does not include warrants held by any other persons.
(8)       Assumes the exercise of options held by Bonderman Family Limited
          Partnership to purchase an aggregate of 200,000 shares of Class B
          Common Stock and outside director stock options held by Mr.
          Bonderman to purchase 3,000 shares of Class B Common Stock. 
(9)       Mr. Bonderman also holds, directly and indirectly, limited
          partnership interests in Air Partners, L.P.  On the basis of certain
          provisions of the limited partnership agreement of Air Partners,
          L.P. (the "Partnership Agreement"), Mr. Bonderman may be deemed to
          beneficially own the shares of Class A Common Stock and Class B
          Common Stock beneficially owned by Air Partners, L.P. that are
          attributable to such limited partnership interests.  Pursuant to
          Rule 13d-4 under the Act, Mr. Bonderman disclaims beneficial
          ownership of any such shares. 


<PAGE>

<PAGE>
1.        Name of Reporting Person:

          Bonderman Family Limited Partnership
                                                                            
2.        Check the Appropriate Box if a Member of a Group:
                                                          (a) / /

                                                          (b) /X/
                                                                            
3.        SEC Use Only

4.        Source of Funds:  WC

5.        Check Box if Disclosure of Legal Proceedings is Required Pursuant to
          Item 2(d) or 2(e):                                  / /
                                                                            
6.        Citizenship or Place of Organization: Texas
                                                                            
                      7.   Sole Voting Power: Class A - 8,200(1)
                                              Class B - 200,000 (1)
                                                                            
Number of             8.   Shared Voting Power:
Shares                     Class A - 46,322(3)
Beneficially               Class B - 46,369(3)
Owned By                                                                    
Each                  9.   Sole Dispositive Power: Class A - 8,200(1)
Reporting                                          Class B - 200,000(1)
Person With           10.  Shared Dispositive Power:
                           Class A - 46,322(3)
                           Class B - 46,369(3)
                                                                            
11.       Aggregate Amount Beneficially Owned by Each Reporting Person:

                      Class A - 80,215 (3)(4)
                      Class B - 503,556 (2)(3)(5)
                                                                            
12.       Check Box if the Aggregate Amount in Row (11) Excludes Certain
          Shares:
                                                              /x/ See Item 2.
                                                                            
13.       Percent of Class Represented by Amount in Row (11):

                      Class A - 1.3% (4)(6)
                      Class B - 2.4% (2)(5)(7)
                                                                            
14.       Type of Reporting Person: PN
                                                                            
- ------------
(1)       Power is exercised through its general partner, David Bonderman.
(2)       Assumes the exercise of 200,000 options to purchase Class B Common
          Stock.
(3)       Bonderman Family Limited Partnership also holds a limited
          partnership interest in Air Partners, L.P.  On the basis of certain
          provisions of the Partnership Agreement, Bonderman Family Limited
          Partnership may be deemed to beneficially own the shares of Class A
          Common Stock and Class B Common Stock beneficially owned by Air
          Partners, L.P. that are attributable to such limited partnership
          interest.  Pursuant to Rule 13d-4 under the Act, Bonderman Family
          Limited Partnership disclaims beneficial ownership of all such
          shares. 
(4)       Assumes the exercise of warrants to purchase 25,693 shares of Class
          A Common Stock held by Air Partners, L.P. and attributable to the
          limited partnership interest in Air Partners, L.P. held by Bonderman 
          Family Limited Partnership.
(5)       Assumes the exercise of warrants to purchase 57,187 shares of Class
          B Common Stock held by Air Partners, L.P. and attributable to the
          limited partnership interest in Air Partners, L.P. held by Bonderman 
          Family Limited Partnership.
(6)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 6,326,749 shares of Class A Common Stock outstanding which
          includes the warrants to purchase Class A Common Stock held by  Air
          Partners, L.P. and attributable to the Bonderman Family Limited
          Partnership pursuant to the Partnership Agreement but does not
          include warrants held by any other persons.
(7)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 21,279,525 shares of Class B Common Stock Outstanding which
          includes the warrants to purchase Class B Common Stock held by  Air
          Partners, L.P. and attributable to the Bonderman Family Limited
          Partnership pursuant to the Partnership Agreement but does not
          include warrants held by any other persons.


<PAGE>

<PAGE>                                                                      
1.        Name of Reporting Person:

          Bondo Air Limited Partnership
                                                                            
2.        Check the Appropriate Box if a Member of a Group:
                                                          (a) / /

                                                          (b) /X/
                                                                            
3.        SEC Use Only

4.        Source of Funds:  Not Applicable

5.        Check Box if Disclosure of Legal Proceedings is Required Pursuant to
          Item 2(d) or 2(e):                                  / /
                                                                            
6.        Citizenship or Place of Organization: Texas
                                                                            
                      7.   Sole Voting Power: -0-
Number of                                                                   
Shares                8.   Shared Voting Power:
Beneficially               Class A - 463,230 (1)
Owned By                   Class B - 463,699 (1)
Each                  9.   Sole Dispositive Power: -0-
Reporting                                                                   
Person With           10.  Shared Dispositive Power:
                           Class A - 463,230 (1)
                           Class B - 463,699 (1)                            

11.       Aggregate Amount Beneficially Owned by Each Reporting Person:

                      Class A - 720,159 (1)(2)
                      Class B - 1,035,574 (1)(3)                            

12.       Check Box if the Aggregate Amount in Row (11) Excludes Certain
          Shares:
                                                              /X/ See Item 2.
                                                                            
13.       Percent of Class Represented by Amount in Row (11):

                      Class A - 11.0% (2)(4)
                      Class B - 4.8% (3)(5)
                                                                            
14.       Type of Reporting Person: PN        
                                                                            
- -----------
(1)       Solely in its capacity as a limited partner of Air Partners, L.P. 
          On the basis of certain provisions of the Partnership Agreement,
          Bondo Air Limited Partnership ("Bondo Air") may be deemed to
          beneficially own the shares of Class A Common Stock and Class B
          Common Stock beneficially owned by Air Partners, L.P. that are
          attributable to such limited partnership interests.  Pursuant to
          Rule 13d-4 under the Act, Bondo Air disclaims beneficial ownership
          of all such shares.
(2)       Assumes the exercise of warrants to purchase 256,929 shares of Class
          A Common Stock held by Air Partners, L.P. and attributable to the
          limited partnership interest in Air Partners, L.P. held by Bondo
          Air.
(3)       Assumes the exercise of warrants to purchase 571,875 shares of Class
          B Common Stock held by Air Partners, L.P. and attributable to the
          limited partnership interest in Air Partners, L.P. held by Bondo
          Air.
(4)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 6,557,985 shares of Class A Common Stock outstanding which
          includes the warrants to purchase Class A Common Stock held by  Air
          Partners, L.P. and attributable to the limited partnership interest
          held by Bondo Air pursuant to the Partnership Agreement but does not
          include warrants held by any other persons.
(5)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 21,794,213 shares of Class B Common Stock outstanding which
          includes the warrants to purchase Class B Common Stock held by  Air
          Partners, L.P. and attributable to the limited partnership interest
          held by Bondo Air pursuant to the Partnership Agreement but does not
          include warrants held by any other persons.


<PAGE>

<PAGE>                                                                      
1.        Name of Reporting Person:

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

                                                          (b) /X/
                                                                            
3.        SEC Use Only

4.        Source of Funds:  Not Applicable

5.        Check Box if Disclosure of Legal Proceedings is Required Pursuant to
          Item 2(d) or 2(e):                                  / /
                                                                            
6.        Citizenship or Place of Organization: Alfredo Brener is a citizen of
          Mexico.
                                                                            
                      7.   Sole Voting Power: -0-
Number of                                                                   
Shares                8.   Shared Voting Power:
Beneficially               Class A - 456,282 (1)
Owned By                   Class B - 456,744 (1)                            
Each                  9.   Sole Dispositive Power: -0-
Reporting                                                                   
Person With           10.  Shared Dispositive Power:
                           Class A - 456,282 (1)
                           Class B - 456,744 (1)                            
11.       Aggregate Amount Beneficially Owned by Each Reporting Person:

                      Class A - 709,357 (1)(2)
                      Class B - 1,020,040 (1)(3)
                                                                            
12.       Check Box if the Aggregate Amount in Row (11) Excludes Certain
          Shares:
                                                              /x/ See Item 2.
                                                                            
13.       Percent of Class Represented by Amount in Row (11):

                      Class A - 10.8% (2)(4)
                      Class B - 4.7% (3)(5)

                                                                            
14.       Type of Reporting Person: IN        
                                                                            
- ------------
(1)       Because Alfredo Brener, through a limited partnership whose
          corporate general partner he controls, owns warrants to purchase a
          98.5% limited partnership interest in Bondo Air, and on the basis of
          certain provisions of the limited partnership agreement of Bondo
          Air, Alfredo Brener may be deemed to beneficially own the shares of
          Class A Common Stock and Class B Common Stock that may be deemed to
          be beneficially owned by Bondo Air that are attributable to Bondo
          Air's limited partnership interest in Air Partners.  Pursuant to
          Rule 13d-4 under the Act, Mr. Brener disclaims beneficial ownership
          of all such shares.
(2)       Assumes the exercise of warrants to purchase 253,075 shares of Class
          A Common Stock held by Air Partners, L.P. and attributable to the
          limited partnership interest in Air Partners, L.P. held by Bondo
          Air.
(3)       Assumes the exercise of warrants to purchase 563,297 shares of Class
          B Common Stock held by Air Partners, L.P. and attributable to the
          limited partnership interest in Air Partners, L.P. held by Bondo
          Air.
(4)       Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 6,554,131 shares of Class A Common Stock outstanding which
          includes the warrants to purchase Class A Common Stock held by  Air
          Partners, L.P. and attributable to Bondo Air Limited Partnership
          pursuant to the Partnership Agreement but does not include warrants
          held by any other persons.
(5        Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
          are 21,785,635 shares of Class B Common Stock outstanding which
          includes the warrants to purchase Class B Common Stock held by  Air
          Partners, L.P. and attributable to Bondo Air Limited Partnership
          pursuant to the Partnership Agreement but does not include warrants
          held by any other persons.


<PAGE>

<PAGE>

          Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated August
8, 1995 (the "Schedule 13D"), relating to the shares of Class A Common Stock,
par value $.01 per share ("Class A Stock"), and Class B Common Stock, par
value $.01 per share ("Class B Stock"), of Continental Airlines, Inc. (the
"Issuer").  Unless otherwise indicated, all defined terms used herein shall
have the same meanings respectively ascribed to them in the Schedule 13D.

ITEM 1.   SECURITY AND ISSUER.

          No material change.
          
ITEM 2.   IDENTITY AND BACKGROUND.

          (a)    

          No material change.

          (b)-(c)

          Paragraphs (b) and (c) of Item 2 are hereby amended by amending and
restating the information regarding Air Saipan, Inc. in its entirety as
follows:

          AIR SAIPAN, INC. ("AIR SAIPAN")

          Air Saipan is a Northern Marianas Islands corporation the principal
business of which is serving as a general partner of 1992 Air GP.  The
principal business address of Air Saipan, which also serves as its principal
office, is One Post Street, Suite 2450, San Francisco, California 94104.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person of Air Saipan are as
follows:

NAME          PRINCIPAL BUSINESS OR       PRINCIPAL OCCUPATION OR
              RESIDENCE ADDRESS           EMPLOYMENT  

Peter Donnici    One Post Street          Attorney
                 Suite 2450
                 San Francisco, CA 94104

          (d)-(f)

          No material change.

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

          Item 3 is hereby partially amended by adding at the end thereof the
following:

          Air Partners expended $6,297,547.80 of contributions from its
partners to acquire rights to purchase 324,453 shares of Class B Stock and to
purchase an aggregate of 328,660 shares of the Class B Stock on August 10,
1995, as more fully described in Item 5(c) herein.



ITEM 4.   PURPOSE OF TRANSACTION.

          No material change.

ITEM 5.   INTERESTS IN SECURITIES OF THE ISSUER.

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

          (a)

          AIR PARTNERS

          The aggregate number of shares of the Class A Stock that Air Partners
owns beneficially, pursuant to Rule 13d-3 under the Act, is 4,259,734, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.  The aggregate
number of shares of the Class B Stock that Air Partners owns beneficially,
pursuant to Rule 13d-3 under the Act, is 6,125,405, which constitutes
approximately 24.9% of the 24,604,970 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.

          1992 AIR GP

          Because of its position as one of two general partners of Air
Partners, 1992 Air GP may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of (i) 4,259,734 shares of the Class A Stock, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) 6,125,405
shares of the Class B Stock, which constitutes approximately 24.9% of the
24,604,970 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.

          AIR II

          Because of its position as one of two general partners of Air
Partners, Air II may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of (i) 4,259,734 shares of the Class A Stock, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) 6,125,405
shares of the Class B Stock, which constitutes approximately 24.9% of the
24,604,970 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.

          AIR, INC.

          Because of its position as one of two general partners of 1992 Air
GP, Air, Inc., may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of (i) 4,259,734 shares of the Class A Stock, which
constitutes approximately 54.5% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) 6,125,405
shares of the Class B Stock, which constitutes approximately 24.9% of the
24,604,970 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.

          BONDERMAN

          Because of his position as the controlling shareholder of each of Air
II and Air, Inc., and as the general partner of Bonderman Family, and because
he holds a director stock option to acquire 3,000 shares of the Class B Stock, 
Bonderman may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of (i) 4,267,934 shares of the Class A Stock, which
constitutes approximately 54.6% of the 7,820,790 shares of such stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act, and (ii) 6,528,405
shares of the Class B Stock, which constitutes approximately 26.5% of the
24,607,970 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act.  

          Additionally, because Bonderman owns, directly and indirectly,
limited partnership interests in Air Partners, and on the basis of certain
provisions of the Partnership Agreement, Bonderman may be deemed to own
beneficially the Class A and Class B Stock beneficially owned by Air Partners
that are attributable to such limited partnership interests.  Pursuant to Rule
13d-4 under the Act, Bonderman disclaims beneficial ownership of all such
shares.

          BONDERMAN FAMILY

          The aggregate number of shares of the Class A Stock that Bonderman
Family owns, or may be deemed to own, beneficially, pursuant to Rule 13d-3
under the Act, is 80,215, 8,200 shares of which Bonderman Family owns directly
and 72,015 shares of which Bonderman Family may be deemed to own beneficially
because of its position as a limited partner of Air Partners, and on the basis
of certain provisions of the Partnership Agreement. In the aggregate, such
shares of Class A Stock constitute approximately 1.3% of the 6,326,749 shares
of such stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the
Act.  The aggregate number of shares of the Class B Stock that Bonderman
Family owns, or may be deemed to own, beneficially, pursuant to Rule 13d-3
under the Act, is 503,556, 400,000 of which Bonderman Family owns directly and
103,556 of which Bonderman Family may be deemed to own beneficially because of
its position as a limited partner of Air Partners, and on the basis of certain
provisions of the Partnership Agreement.  Such shares of Class B Stock in the
aggregate constitute approximately 2.4% of the 21,279,525 shares of such stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.  Pursuant to
Rule 13d-4 under the Act, Bonderman Family disclaims beneficial ownership of
all such shares attributable to Bonderman Family's limited partnership
interest in Air Partners.

          BONDO AIR

          Because of its position as a limited partner of Air Partners, and on
the basis of certain provisions of the Partnership Agreement, Bondo Air may,
pursuant to Rule 13d-3 of the Act, be deemed to own beneficially 720,159
shares of the Class A Stock, which constitutes approximately 11.0% of the
6,557,985 shares of such stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i) under the Act and 1,035,574 shares of the Class B Stock, which
constitutes 4.8% of the 21,794,213 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.  Pursuant to Rule 13d-4 under
the Act, Bondo Air disclaims beneficial ownership of all such shares.

          BRENER

          Because of his ownership, through a limited partnership whose
corporate general partner he controls, of warrants to purchase a 98.5% limited
partnership interest in Bondo Air, and on the basis of certain provisions of
the limited partnership agreement of Bondo Air and the Partnership Agreement,
Brener may, pursuant to Rule 13d-3 under the Act, be deemed to be the
beneficial owner of 709,357 shares of the Class A Stock, which constitutes
approximately 10.8% of the 6,554,131 shares of such stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act and 1,020,040 shares of the
Class B Stock, which constitutes approximately 4.7% of the 21,785,635 shares
of such stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the
Act.  Pursuant to Rule 13d-4 under the Act, Brener disclaims beneficial
ownership of all such shares.

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

          (b)  

          AIR PARTNERS

          Acting through its two general partners, Air Partners has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 2,740,000 shares of the Class A Stock and of 2,742,773 shares
of the Class B Stock.  Additionally, the voting and dispositive power with
respect to the shares of Class A Common Stock and Class B Common Stock held by
Air Partners may, under certain circumstances, be deemed to be shared with, or
may be exercised by, the limited partners of Air Partners as further described
in Item 6 hereof.

          1992 AIR GP

          In its capacity as one of two general partners of Air Partners, and
acting through its two general partners, 1992 Air GP has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
2,740,000 shares of the Class A Stock and of 2,742,773 shares of the Class B
Stock.

          AIR II

          In its capacity as a general partner of Air Partners, and acting
through its controlling shareholder, Air II has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 2,740,000
shares of the Class A Stock and of 2,742,773 shares of the Class B Stock.

          AIR, INC.

          In its capacity as one of two general partners of 1992 Air GP, and
acting through its controlling shareholder, Air, Inc. has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
2,740,000 shares of the Class A Stock and of 2,742,773 shares of the Class B
Stock.

          BONDERMAN

          In his capacity as the controlling shareholder of each of Air II and
Air, Inc., Bonderman has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 2,740,000 shares of the Class A Stock
and of 2,742,773 shares of the Class B Stock.  In his capacity as sole general
partner of Bonderman Family, Bonderman has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 8,200 shares of the
Class A Stock and 200,000 shares of the Class B Stock.  Additionally, because
of Bonderman's ownership of direct and indirect limited partnership interests
in Air Partners, and on the basis of certain provisions of the Partnership
Agreement, Bonderman may be deemed to have shared power to vote or to direct
the vote and to dispose or to direct the disposition of shares of Class A
Stock and Class B Stock beneficially owned by Air Partners attributable to
such limited partnership interests in Air Partners.

          BONDERMAN FAMILY

          Acting through its sole general partner, Bonderman Family has the 
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 8,200 shares of the Class A Stock and 200,000 shares of the
Class B Stock.  Additionally, because of its ownership of a limited
partnership interest in Air Partners, and on the basis of certain provisions
of the Partnership Agreement, Bonderman Family may be deemed to have shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 46,322 shares of Class A Stock and 46,369 shares of Class B
Stock beneficially owned by Air Partners attributable to Bonderman Family's
limited partnership interest in Air Partners.

          BONDO AIR

          In its capacity as a limited partner of Air Partners, and on the
basis of certain provisions of the Partnership Agreement, Bondo Air may be
deemed to have shared power to vote or to direct the vote and to dispose or to
direct the disposition of 463,230 shares of the Class A Stock and 463,699
shares of the Class B Stock attributable to Bondo Air's limited partnership
interest in Air Partners.  

          BRENER

          Because of his ownership, through a limited partnership whose
corporate general partner he controls, of warrants to purchase a 98.5% limited
partnership interest in Bondo Air, and on the basis of certain provisions of
the limited partnership agreement of Bondo Air and the Partnership Agreement,
Brener may be deemed to have shared power to vote or to direct the vote and to
dispose or to direct the disposition of 456,282 shares of the Class A Stock
and 456,744 shares of the Class B Stock attributable to Bondo Air's limited
partnership interest in Air Partners.

          (c)  On August 10, 1995, Air Partners purchased Air Canada's Anti-
dilution Rights under Article Seventh of the Issuer's Certificate of
Incorporation relating to the six-month periods ended December 31, 1994 and
June 30, 1995 covering an aggregate of 324,453 shares of the Class B Stock. 
Air Partners purchased such rights from Air Canada for the aggregate purchase
price of $1,297,812, or $4.00 per share.  Upon acquiring such rights from Air
Canada, on August 10, 1995, Air Partners exercised the rights and purchased
pursuant thereto 324,453 shares of the Class B Stock in a private transaction
directly from the Issuer at a price per share of $15.86 with respect to
242,151 shares and $13.40 with respect to 82,302 shares.

          Also on August 10, 1995, Air Partners purchased 4,207 shares of the
Class B Stock in a private transaction directly from the Issuer at a price per
share of $13.40.  These shares represented an adjustment to the Anti-dilution
Rights exercised by Air Partners on July 27, 1995, as reported in the Schedule
13D.

          Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in the shares of the
Class A Stock or Class B Stock since the last filing by the Reporting Persons
on Schedule 13D.

          (d)-(e)

          No material change.


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

          No material change.

ITEM 7.   MATERIALS TO BE FILED AS EXHIBITS.

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


<PAGE>

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

       Dated: August 11, 1995


                                AIR PARTNERS, L.P.

                                By:  1992 AIR GP,
                                     General Partner

                                     By:  1992 AIR, INC.,
                                          General Partner



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

                                1992 AIR GP

                                By:  1992 AIR, INC.,
                                     General Partner



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


                                AIR II GENERAL, INC.



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


                                1992 AIR, INC.



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


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


                                BONDERMAN FAMILY LIMITED PARTNERSHIP

                                By:  David Bonderman, general partner


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



                                BONDO AIR LIMITED PARTNERSHIP

                                By:  1992 AIR, INC.,
                                     General Partner



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




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

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






                               EXHIBIT "99.1"

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

                                AIR PARTNERS, L.P.

                                By:  1992 AIR GP,
                                     General Partner

                                     By:  1992 AIR, INC.,
                                          General Partner



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

                                1992 AIR GP

                                By:  1992 AIR, INC.,
                                     General Partner



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


                                AIR II GENERAL, INC.



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


                                1992 AIR, INC.



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


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


                                BONDERMAN FAMILY LIMITED PARTNERSHIP

                                By:  David Bonderman, general partner


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


                                BONDO AIR LIMITED PARTNERSHIP

                                By:  1992 AIR, INC.,
                                     General Partner



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




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

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

       Alfredo Brener was previously filed with the Commission.