Hughes Hubbard & Reed LLP
                             One Battery Park Plaza
                          New York, New York 10004-1482







                                            July 22, 1997
VIA EDGAR
- ---------

Mr. William L. Tolbert, Jr.
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549

Re:        Continental Airlines, Inc.
           FORM S-4, FILE NO. 333-27851
           ----------------------------

Dear Mr. Tolbert:

          On  behalf of our  client,  Continental  Airlines,  Inc.,  a  Delaware
corporation (the  "Company"),  this will respond to the request of the Staff for
supplemental  information regarding comment 2 in the letter from the Staff dated
July 15, 1997 with respect to the Company's  Registration Statement on Form S-4,
Registration  No.  333-27851,  which was originally filed with the Commission on
May 27,  1997 and as to which  Amendment  No.  1 was  filed on July 2,  1997 and
Amendment  No. 2 was  filed on July 15,  1997  (as  amended,  the  "Registration
Statement").

          The  definitive  agreement  providing  for  the  $575  million  credit
facility  contemplated by the commitment  letter  described in the  Registration
Statement  was entered  into by the Company on July 18, 1997.  Accordingly,  the
Company  intends to revise  the  disclosure  in the  Registration  Statement  to
reflect the execution of such  definitive  agreement.  The Company  acknowledges
that it may be required to file the definitive  credit facility as an exhibit to
its Quarterly  Report on Form 10-Q for the quarter ended September 30, 1997. The
Company  intends to  determine  at the time of such filing  whether  such credit
facility is material to the Company.

          The Company  believes that the letter of intent with UMDA entered into
in late  May  1997  is not a  material  contract.  The  UMDA  letter  of  intent
contemplates  the  purchase of a 9% interest in Air  Micronesia,  Inc.  ("AMI"),
which is currently a 91%-owned  consolidated  subsidiary  of the Company.  AMI's
financial  results  are  included  in  the  Company's  historical   consolidated
financial  statements that are  incorporated by reference into the  Registration
Statement,  and the Company  believes  that the  elimination  of the 9% minority
interest  in AMI and of the  related  payments  to AMI will not have a  material
affect on the Company's future consolidated  financial statements.  In addition,
the  consideration  to be paid by the Company in connection with the transaction
described in the letter of intent  consists of $73 million in cash. At March 31,
1997,  the  Company  had total  cash of $927  million  and total  assets of $5.3
billion.  Accordingly,  the $73 million  payment will comprise less than 1.5% of
the Company's total assets as of March 31, 1997.


<PAGE>

          Please advise us at your earliest  convenience  whether the Staff will
have any further comments on the Registration  Statement.  The Company wishes to
commence the Exchange  Offer as soon as possible.  Please  contact John K. Hoyns
(212-837-6762) or Sean Kurzweil (212-837-6895) of our New York office should you
wish to discuss any aspect of this response.

                                        Yours very truly,

                                        /s/ Hughes Hubbard & Reed LLP

cc: James J. Moloney
      Securities and Exchange Commission

    Jeffery A. Smisek
    Jennifer L. Vogel
      Continental Airlines