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, 1996

                               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 11, 1996, 9,280,000 shares of Class A common stock
and 46,771,324 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 of dollars, except per share data)


<CAPTION>
                          Three Months Ended  Nine Months Ended
                             September 30,      September 30,   
                            1996      1995      1996      1995  
                              (Unaudited)         (Unaudited)
<S>                       <C>        <C>      <C>        <C>
Operating Revenue:
 Passenger . . . . . . .  $1,546     $1,402   $4,440     $3,997 
 Cargo, mail and other .     125        113      359        405 
                           1,671      1,515    4,799      4,402  

Operating Expenses:
 Wages, salaries and 
  related costs. . . . .     397        356    1,139      1,079 
 Aircraft fuel . . . . .     201        171      558        508 
 Commissions . . . . . .     135        126      398        376 
 Aircraft rentals. . . .     128        122      379        370 
 Maintenance, materials 
  and repairs. . . . . .     118        119      349        317 
 Other rentals and 
  landing fees . . . . .      89         87      258        271 
 Depreciation and 
  amortization . . . . .      63         63      195        192 
 Nonrecurring charge . .     128          -      128          - 
 Other . . . . . . . . .     335        318      969        998 
                           1,594      1,362    4,373      4,111 

Operating Income . . . .      77        153      426        291 

Nonoperating Income 
 (Expense):
 Interest expense. . . .     (40)       (52)    (129)      (162)
 Interest capitalized. .       1          1        2          5 
 Interest income . . . .      11          9       30         22 
 Other, net. . . . . . .      (2)         2       19        110 
                             (30)       (40)     (78)       (25)

Income before Income
 Taxes, Minority 
 Interest and 
 Extraordinary Loss. . .      47        113      348        266 

Income Tax Provision . .     (18)         -      (57)       (78)



                                         (continued on next page)
</TABLE>


<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,   
                            1996      1995      1996      1995  
                              (Unaudited)         (Unaudited)
<S>                      <C>         <C>      <C>        <C>
Income before Minority 
 Interest and
 Extraordinary Loss. . .  $   29     $  113   $  291     $  188 

Minority Interest. . . .      (1)        (2)      (3)        (5)

Distributions on 
 Preferred Securities 
 of Trust, net of
 applicable income
 taxes of $2 and $7,
 respectively. . . . . .      (4)         -      (10)         - 

Income before
 Extraordinary Loss. . .      24        111      278        183 

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

Net Income . . . . . . .      18        111      272        183 

Preferred Dividend 
 Requirements and
 Accretion to 
 Liquidation Value . . .      (1)        (5)      (3)        (8)

Income Applicable to 
 Common Shares . . . . .  $   17     $  106   $  269     $  175 

Earnings per Common and
 Common Equivalent Share:
  Income Before 
   Extraordinary Loss. .   $0.35      $1.54    $4.26      $2.93
  Extraordinary Loss,
   net of tax. . . . . .   (0.10)         -    (0.10)         -
  Net Income . . . . . .   $0.25      $1.54    $4.16      $2.93

Earnings per Common 
 Share Assuming
 Full Dilution:
  Income Before 
   Extraordinary Loss. .   $0.34      $1.34    $3.58      $2.68
  Extraordinary Loss,
   net of tax. . . . . .   (0.09)         -    (0.08)         -
  Net Income . . . . . .   $0.25      $1.34    $3.50      $2.68
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
</TABLE>


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


<CAPTION>
                                        September 30, December 31,
          ASSETS                            1996          1995    
                                         (Unaudited)
<S>                                     <C>           <C>
Current Assets:
 Cash and cash equivalents, including
  restricted cash and cash equivalents
  of $70 and $144, respectively. . . . . .  $  865      $  747 
 Accounts receivable, net. . . . . . . . .     443         351 
 Spare parts and supplies, net . . . . . .     114         127 
 Prepayments and other . . . . . . . . . .      81          90 
  Total current assets . . . . . . . . . .   1,503       1,315 

Property and Equipment:
 Owned property and equipment:
  Flight equipment . . . . . . . . . . . .   1,140       1,107 
  Other. . . . . . . . . . . . . . . . . .     317         288 
                                             1,457       1,395 
  Less:  Accumulated depreciation. . . . .     353         285 
                                             1,104       1,110 

 Purchase deposits for flight equipment. .     121          48 

 Capital leases:
  Flight equipment . . . . . . . . . . . .     406         394 
  Other. . . . . . . . . . . . . . . . . .      29          28 
                                               435         422 
 Less:  Accumulated amortization . . . . .     150         119 
                                               285         303 
  Total property and equipment . . . . . .   1,510       1,461 

Other Assets:
 Routes, gates and slots, net. . . . . . .   1,488       1,531 
 Reorganization value in excess of 
  amounts allocable to identifiable
  assets, net. . . . . . . . . . . . . . .     240         251 
 Investments . . . . . . . . . . . . . . .     131         163 
 Other assets, net . . . . . . . . . . . .     111         100 

  Total other assets . . . . . . . . . . .   1,970       2,045 

   Total Assets. . . . . . . . . . . . . .  $4,983      $4,821 







                                         (continued on next page)
</TABLE>


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


<CAPTION>
                                        September 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY        1996          1995    
                                         (Unaudited)
<S>                                     <C>           <C>
Current Liabilities:
 Current maturities of long-term debt. . .  $  205      $  163 
 Current maturities of capital leases. . .      62          58 
 Accounts payable. . . . . . . . . . . . .     627         617 
 Air traffic liability . . . . . . . . . .     765         579 
 Accrued payroll and pensions. . . . . . .     159         181 
 Accrued other liabilities . . . . . . . .     311         386 
  Total current liabilities. . . . . . . .   2,129       1,984 

Long-Term Debt . . . . . . . . . . . . . .   1,116       1,352 

Capital Leases . . . . . . . . . . . . . .     275         306 

Deferred Credits and Other Long-Term
 Liabilities:
 Deferred income taxes . . . . . . . . . .      84          46 
 Deferred credit - aircraft operating
  leases . . . . . . . . . . . . . . . . .      78          97 
 Accruals for aircraft retirements and
  excess facilities. . . . . . . . . . . .     187         175 
 Other . . . . . . . . . . . . . . . . . .     244         246 
  Total deferred credits and other
   long-term liabilities . . . . . . . . .     593         564 

Commitments and Contingencies

Minority Interest. . . . . . . . . . . . .      16          27 

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

Redeemable Warrants. . . . . . . . . . . .      50           - 

Redeemable Preferred Stock (aggregate
 redemption value - $45 and $41,
 respectively) . . . . . . . . . . . . . .      45          41 







                                         (continued on next page)
</TABLE>


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


<CAPTION>
                                        September 30, December 31,
                                            1996          1995    
                                         (Unaudited)
<S>                                     <C>           <C>
Common Stockholders' Equity:
 Class A common stock - $.01 par,
  50,000,000 shares authorized;
  9,280,000 and 12,602,112 shares
  issued and outstanding,
  respectively . . . . . . . . . . . . . .  $    -      $    - 
 Class B common stock - $.01 par,
  200,000,000 shares authorized;
  46,771,324 and 42,856,548 shares
  issued and outstanding, respectively . .       -           - 
 Additional paid-in capital  . . . . . . .     686         733 
 Accumulated deficit . . . . . . . . . . .    (156)       (428)
 Unvested portion of restricted stock. . .      (6)        (10)
 Additional minimum pension liability. . .      (8)         (8)
 Unrealized gain on marketable 
  equity securities. . . . . . . . . . . .       1          18 
  Total common stockholders' equity. . . .     517         305 
   Total Liabilities and Stockholders'
    Equity . . . . . . . . . . . . . . . .  $4,983      $4,821 


















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


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


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


<CAPTION>
                                            Nine Months
                                        Ended September 30, 
                                          1996        1995  
                                            (Unaudited)
<S>                                     <C>           <C>
Net Cash Provided by Operating
 Activities. . . . . . . . . . . . . . .  $611        $281 

Cash Flows from Investing Activities:
 Proceeds from sale of America West
  stock and warrants . . . . . . . . . .    32           - 
 Proceeds from disposition of property,
  equipment and other assets . . . . . .     6          13 
 Proceeds from sale/leaseback 
  transaction. . . . . . . . . . . . . .    12           - 
 Capital expenditures, net of returned
  purchase deposits. . . . . . . . . . .  (195)        (63)
 Purchase deposits refunded in 
  connection with aircraft delivered . .    12          97 
 Proceeds from System One transactions .     -          40 
  Net cash provided (used) by 
   investing activities. . . . . . . . .  (133)         87 

Cash Flows from Financing Activities:
 Proceeds from issuance of long-term
  debt, net. . . . . . . . . . . . . . .   553           8 
 Payments on long-term debt and 
  capital lease obligations. . . . . . .  (890)       (166)
 Proceeds from issuance of common 
  stock. . . . . . . . . . . . . . . . .     7          11 
 Dividends paid on preferred securities
  of trust . . . . . . . . . . . . . . .   (17)          - 
 Dividend paid to minority interest
  holder in connection with secured
  term loan financing. . . . . . . . . .   (13)          - 
 Purchase of warrants. . . . . . . . . .     -         (14)
  Net cash used by financing activities.  (360)       (161)

Net Increase in Cash and
 Cash Equivalents. . . . . . . . . . . .   118         207 

Cash and Cash Equivalents - Beginning
 of Period . . . . . . . . . . . . . . .   747         396 

Cash and Cash Equivalents - End of
 Period. . . . . . . . . . . . . . . . .  $865        $603 




                                         (continued on next page)
</TABLE>


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


<CAPTION>
                                            Nine Months
                                        Ended September 30, 
                                          1996        1995  
                                           (Unaudited)
<S>                                     <C>           <C>
Supplemental Cash Flow Information:
 Interest paid . . . . . . . . . . . . .  $120        $136 
 Income taxes paid . . . . . . . . . . .  $  1        $  9 

Investing and Financing Activities
 Not Affecting Cash:
 Property and equipment acquired
  through the issuance of debt . . . . .  $ 54        $ 21 
 Reclassification of accrued rent,
  capital leases and interest to
  long-term debt . . . . . . . . . . . .  $ 11        $ 42 
 Capital lease obligations incurred. . .  $ 27        $  9 
 Financed purchase deposits for
  flight equipment . . . . . . . . . . .  $ 17        $  5 
 Return of financed purchase deposits. .  $  -        $ 10 
 Reclassification of accrued 
  management fees to long-term debt. . .  $  -        $ 21 
 Investment in AMADEUS . . . . . . . . .  $  -        $120 
 Reduction of debt in connection with
  System One transactions. . . . . . . .  $  -        $ 42 
 Issuance of debt in connection with
  purchase of Air Canada warrants. . . .  $  -        $ 42 
 Issuance of convertible secured
  debentures in connection with the
  aircraft settlements . . . . . . . . .  $  -        $158 
 Conversion of preferred stock into
  long-term debt . . . . . . . . . . . .  $  -        $ 21 

















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

                   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, as amended, for the year ended
December 31, 1995.

NOTE 1 - STOCK SPLIT

On June 26, 1996, the Board of Directors of the Company declared a
two-for-one stock split (the "Stock Split") pursuant to which (a)
one share of the Company's Class A common stock, par value $.01 per
share ("Class A common stock"), was issued for each share of Class
A common stock outstanding on July 2, 1996 (the "Record Date") and
(b) one share of the Company's Class B common stock, par value $.01
per share ("Class B common stock"), was issued for each share of
Class B common stock outstanding on the Record Date.  Shares
issuable pursuant to the Stock Split were distributed on or about
July 16, 1996.  All share and earnings per share information for
prior periods has been adjusted for the Stock Split.

NOTE 2 - EARNINGS PER SHARE

The earnings per common share computations are based upon income
applicable to common shares and the average number of shares of
common stock, common stock equivalents (e.g., stock options,
warrants and restricted stock) and potentially dilutive securities
(e.g., convertible securities) outstanding, as adjusted for the
Stock Split.  The number of shares used in the primary earnings per
share computations (before and after the extraordinary loss) for
the three and nine months ended September 30, 1996 was 64,532,717
and 64,741,285, respectively.  The number of shares used in the
fully diluted earnings per share computations before the
extraordinary loss for the three and nine months ended September
30, 1996 was 82,482,792 and 81,694,080, respectively.  The number
of shares used in the fully diluted earnings per share computations
after the extraordinary loss for the three and nine months ended
September 30, 1996 was 64,532,717 and 81,694,080, respectively. 
The number of shares used in the primary earnings per share
computations for the three and nine months ended September 30, 1995
was 70,732,930 and 64,514,176, respectively.  The number of shares
used in the fully diluted earnings per share computations for the
three and nine months ended September 30, 1995 was 81,939,622 and
68,249,740, respectively.  Preferred stock dividend requirements
decreased net income for these computations by $1 million and $3
million for the three and nine months ended September 30, 1996,
respectively.  In 1995, preferred stock dividend requirements,
including accretion to redemption value and the accelerated
accretion on the redeemed Series A 8% Cumulative Preferred Stock
caused by the exchange of such preferred stock for debt on
September 29, 1995 decreased net income for these computations by
$5 million and $8 million for the three and nine months ended
September 30, 1995, respectively.

NOTE 3 - OPTION CONTRACTS

The Company has entered into petroleum option contracts to provide
some short-term protection against a sharp increase in jet fuel
prices, and the Company's 91%-owned subsidiary, Continental
Micronesia, Inc. ("CMI"), has entered into average rate option
contracts to hedge a portion of its Japanese yen-denominated ticket
sales against a significant depreciation in the value of the yen
versus the United States dollar.  The petroleum option contracts
generally cover the Company's forecasted jet fuel needs for
approximately six months, and the average rate option contracts
cover a portion of CMI's yen-denominated ticket sales for the next
six to nine months.  At September 30, 1996, the Company had
petroleum option contracts outstanding with an aggregate notional
value of $226 million and CMI had average rate option contracts
outstanding with a contract value of $114 million.  At September
30, 1996, the carrying value of the option contracts was
immaterial.  For the three and nine months ended September 30,
1996, the Company recognized fuel hedging gains totaling $16
million and $37 million, respectively.

The Company and CMI are exposed to credit loss in the event of
nonperformance by the counterparties on the option contracts;
however, management does not anticipate nonperformance by these
counterparties.  The amount of such exposure is generally the
unrealized gains, if any, on such option contracts.

NOTE 4 - NONRECURRING CHARGES

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.  In connection with
this decision, the Company placed two new aircraft orders with The
Boeing Company ("Boeing").  As a result of its decision to
accelerate the replacement of these aircraft, the Company recorded
a nonrecurring charge of $128 million.  The nonrecurring 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 expense on these aircraft through the
respective dates they are removed from service.  Cash outlays of 
approximately $54 million will be incurred in connection with costs
associated with the return of the leased aircraft to the applicable
lessors.

NOTE 5 - INCOME TAXES

Income taxes for the three and nine months ended September 30, 1996
are provided at the estimated effective tax rate.  For the nine
months ended September 30, 1996, the estimated effective tax rate
differs from the federal statutory rate of 35%, primarily due to
net operating losses ("NOLs") for which a tax benefit had not
previously been recorded, and differs for the three months ended
September 30, 1996 due to state and foreign income taxes and the
effect of certain expenses that are not deductible for income tax
purposes.  Continental recognized the remainder of its previously
unbenefitted post reorganization NOLs during the second quarter of
1996.  A provision for income taxes was recorded in the second
quarter of 1995 related to the System One Information Management,
Inc. ("System One") transactions (see Note 6).  No provision for
income taxes was recorded for the three months ended September 30,
1995 and no additional provision was recorded for the nine months
ended September 30, 1995 since the Company had incurred net
operating losses for which a tax benefit had not previously been
recorded.

At December 31, 1995, the Company had NOL carryforwards of $2.6
billion for federal income tax purposes (of which $1.3 billion are
not subject to the limitations of Section 382 of the Internal
Revenue Code ("Section 382")) that will expire from 1996 through
2009, and 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.

For financial reporting purposes, a valuation allowance has been
recognized to offset the deferred tax assets related to a portion
of the NOLs.  The Company has considered prudent and feasible tax
planning strategies in assessing the need for the valuation
allowance.  The Company initially assumed $194 million of benefit
attributable to such tax planning strategies.  The Company
consummated the System One transactions, which had the effect of
realizing approximately $78 million of the built-in gains required
to be realized, and currently intends to consummate one or more
additional transactions.  In the event the Company were to
determine in the future that any such tax planning strategies would
not be implemented, an adjustment to the net deferred tax liability
of up to $116 million would be charged to income in the period such
determination was made.  In the event the Company recognizes
additional tax benefits related to NOLs and investment tax credit
carryforwards attributable to the Company's predecessor, which
include the accounts of Continental Airlines Holdings, Inc. and the
pre-reorganized Company, those benefits would be applied to reduce
reorganization value in excess of amounts allocable to identifiable
assets and other intangibles to zero, and thereafter as an addition
to paid-in capital.

NOTE 6 - OTHER

Financing Transactions

In the first and second quarters of 1996, the Company financed one
owned aircraft and exercised its right under 22 existing leveraged
aircraft leases to cause the owner/lessor's debt underlying these
leases to be refinanced.  In connection with these financings, the
Company leased the aircraft through pass-through trusts ("Trusts")
rather than directly from the equipment provider to reduce
Continental's overall financing costs.  The lower borrowing costs
obtained in the refinancing allowed Continental's operating lease
expense for the affected aircraft to be reduced by more than $17
million annually.  In connection with the refinancing, Trusts were
created to hold new non-recourse equipment notes (with the
exception that equipment notes with respect to one owned aircraft
were issued by Continental).  The Trusts issued pass-through
certificates representing interests in the equipment notes. 
Inasmuch as (i) the owner/lessor has a substantial investment in
the aircraft, (ii) the pass-through certificates are secured by the
aircraft and an assignment of the corresponding leases and lease
rentals payable by Continental, and (iii) the pass-through
certificates are not direct obligations of, or guaranteed by,
Continental, the Trusts (and the corresponding debt and interest
expense) are not included in the accompanying consolidated
financial statements.  Continental has both renewal options and
fair market value purchase options under the related aircraft
leases.

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

In March 1996, Continental issued $230 million of 6-3/4%
convertible subordinated notes due April 15, 2006.  The notes are
convertible into Class B common stock at an initial conversion
price of $30.195 per share (adjusted for the Stock Split).  The
notes are redeemable at the option of the Company on or after April
15, 1999, at specified redemption prices.

In March 1996, Continental repaid $257 million of secured
indebtedness to General Electric Company and affiliates
(collectively, "GE") (of which $47 million was required as a result
of the convertible notes financing described above and the America
West Airlines, Inc. ("America West") stock sale (discussed below)
and $210 million was an optional prepayment), which eliminated
certain restrictive covenants.

In March 1996, the Company's wholly owned subsidiary, Continental
Express, Inc. ("Express"), entered into an agreement to acquire
eight new ATR aircraft.  As of September 1996, five of these
aircraft had been delivered.  These aircraft are being accounted
for as operating leases.  In conjunction with the acquisition, the
Company is returning eight older ATR aircraft accounted for as
capital leases.  As of September 1996, four of these aircraft had
been returned.

In July 1996, CMI consummated a $320 million secured term loan
financing with a group of banks and other financial institutions. 
The loan was made in two tranches - a $180 million five-year
amortizing term loan with a floating interest rate of LIBOR plus
175 basis points and a $140 million seven-year amortization
extended loan with a floating interest rate of LIBOR plus 200 basis
points.  The loan is secured by the stock of CMI and substantially
all of its unencumbered assets, consisting primarily of CMI's route
authorities, and is guaranteed by Continental and Air Micronesia,
Inc. ("AMI"), CMI's parent company.

CMI used the net proceeds of the financing to prepay $160 million
in principal amount of indebtedness to GE and to pay transaction
costs, and Continental used the $136 million in proceeds received
by it as an indirect dividend from CMI, together with approximately
$28 million in cash on hand, to prepay $164 million in principal
amount of indebtedness to GE.  In connection with the prepayment,
Continental recorded a $6 million after tax extraordinary loss
relating to early extinguishment of debt.

The bank financing is expected to reduce interest expense by $6
million in the first year, based on current rates.  The bank
financing does not contain any restrictive covenants at the
Continental parent level, and none of the assets of the parent
company (other than its stock in AMI) is pledged in connection with
the financing.  Accordingly, this transaction freed up over $1
billion of collateral at Continental Airlines which was previously
pledged under the terms of the GE debt agreements.

Continental CRS Interests, Inc. ("Continental CRS")

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

Commitments

In July 1996, the Company announced its plan to expand its gates
and related facilities in Terminal B, as well as planned improve-
ments at Terminal C, at Continental's Houston Intercontinental
Airport hub.  The expansion is expected to cost approximately $115
million, which the Company expects will be funded principally by
the issuance of tax-exempt debt by the applicable municipal
authority.  In connection therewith, the Company expects to enter
into long-term leases (or amendments to existing leases) with the
applicable municipal authority containing rental payments
sufficient to service the related tax-exempt debt.

In October 1996, Continental placed an order for 60 firm 737-500
and 737-600 aircraft.  See Item 2.  "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Other

In February 1996, the Company sold approximately 1.4 million shares
of its 1.8 million shares of America West common stock in an
underwritten public offering, realizing net proceeds of
approximately $25 million and recognizing a gain of $12.5 million. 
In addition, in May 1996, the Company sold all of its 802,860
America West warrants held, realizing net proceeds of $7 million
and recognizing a gain of $5 million.  The gains are included in
other nonoperating income.  The Company currently owns
approximately 1.0% of the equity interest and 7.9% of the voting
power of America West.

On June 26, 1996, the stockholders of the Company approved an
amendment to the Company's 1994 Incentive Equity Plan (as amended,
the "Incentive Plan") which increased the maximum number of shares
of Class B common stock that may be issued under the Incentive Plan
from 6,000,000 to 9,000,000 shares, in the aggregate, on a post-
Stock Split basis.

NOTE 7 - RELATED PARTY TRANSACTIONS

In May 1996, the Company entered into an agreement with Air
Partners, L.P. ("Air Partners") for the sale by Air Partners to the
Company from time to time, at Air Partners' election, for the one-
year period beginning August 15, 1996, of up to an aggregate of $50
million in intrinsic value (the then-current Class B common stock
price minus exercise price) of Air Partners' Class B warrants.  The
purchase price would be payable in cash.  The Board of Directors
has authorized the Company to publicly issue up to $50 million of
Class B common stock in connection with any such purchase, and the
Company has an effective registration statement covering such
potential issuance.  In connection with this agreement, the Company
has reclassified $50 million from common equity to redeemable
warrants.

On May 14, 1996, Air Canada exchanged 1,661,056 shares of Class A
common stock for 1,661,056 shares of Class B common stock (on a
pre-Stock Split basis) pursuant to certain rights granted to it
under the Company's Certificate of Incorporation.

In connection with the Company's $320 million secured term loan
financing (see Note 6), CMI paid its 9% minority interest holder,
United Micronesia Development Association, Inc. ("UMDA"), a
dividend of approximately $13 million.


I
TEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

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, 1996 as compared to
the three and nine months ended September 30, 1995.

The following information contains forward looking statements. 
Numerous important factors, including those factors identified as
Risk Factors filed as Exhibit 99.1 hereto and incorporated herein
by reference, and the fact that the assumptions filed as Exhibit
99.2 hereto and incorporated herein by reference relating to
certain of such forward looking statements could prove incorrect,
could cause actual results to differ materially from those
contained in such forward looking statements.

Comparison of Three Months Ended September 30, 1996 to Three Months
Ended September 30, 1995

The Company recorded consolidated net income of $18 million and
$111 million for the three months ended September 30, 1996 and
1995, respectively, including a $128 million nonrecurring charge
($77 million after taxes) and a $6 million after tax extraordinary
loss in 1996.  Excluding the nonrecurring charge, the Company
recorded income before income taxes, minority interest and
extraordinary loss of $175 million, an increase of 54.9%, $62
million, from the same period in the prior year.  Continental's
financial and operating performance improved significantly in the
third quarter of 1996 compared to the third quarter of 1995,
reflecting, among other things, continued implementation of the
Company's strategic program to enhance the fundamentals of its
operations, rationalize capacity, improve customer service and
employee relations and strengthen Continental's balance sheet and
liquidity.  Management believes that the Company benefitted
significantly from the expiration of the aviation trust fund tax
(the "ticket tax") on December 31, 1995, although the amount of any
such benefit directly resulting from the expiration of the ticket
tax cannot be precisely determined.  The ticket tax was reimposed
on August 27, 1996, and is again scheduled to expire on December
31, 1996.  Management believes that the reimposition of the ticket
tax has a negative impact on the Company, although the amount of
such negative impact directly resulting from the reimposition of
the ticket tax cannot be precisely determined.

Passenger revenue increased 10.3%, $144 million, during the quarter
ended September 30, 1996 as compared to the same period in 1995,
primarily due to a 5.1% increase in revenue passenger miles and a
4.2% increase in the average yield per revenue passenger mile.  The
Company's capacity increased 5.3% during the third quarter of 1996
as compared to the comparable period in 1995, primarily due to
increased utilization of existing aircraft.

Cargo, mail and other revenue increased 10.6%, $12 million, in the
three months ended September 30, 1996 as compared to the same
period in the prior year, principally as a result of an agreement
with DHL International to operate a sorting and distribution hub in
Manila and an increase in charter revenue.

Wages, salaries and related costs increased 11.5%, $41 million,
during the quarter ended September 30, 1996 as compared to the same
period in 1995, primarily due to pay increases effective July 1,
1996 for Continental's jet pilots and all non-unionized employees,
an increase in base wages and per diem payments for flight
attendants resulting from the Company's recently ratified
collective bargaining agreement with the International Association
of Machinists and Aerospace Workers ("IAM") representing
Continental's flight attendants and additional costs associated
with the Company's 5.3% increase in capacity over such period.

Aircraft fuel expense increased 17.5%, $30 million, in the three
months ended September 30, 1996 as compared to the same period in
the prior year.  The average price per gallon, net of fuel hedging
gains of $16 million, increased 9.5% from 54.88 cents in the third
quarter of 1995 to 60.10 cents in the third quarter of 1996.  In
addition, there was a 6.3% increase in the quantity of jet fuel
used from 303 million gallons in the third quarter of 1995 to 322
million gallons in the third quarter of 1996, principally
reflecting increased capacity and stage lengths.

Commissions expense increased 7.1%, $9 million, in the quarter
ended September 30, 1996 as compared to the same period in the
prior year, primarily due to a 10.3% increase in passenger revenue,
offset by a decrease in the percentage of commissionable revenue.

Aircraft rentals increased 4.9%, $6 million, for the three months
ended September 30, 1996 compared to the same period in 1995,
primarily as a result of the delivery of new aircraft throughout
1996.  Such increase was partially offset by retirements of certain
leased aircraft.

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.  In connection with
this decision, the Company placed two new aircraft orders with
Boeing.  As a result of its decision to accelerate the replacement
of these aircraft, the Company recorded a nonrecurring charge of
$128 million.  The nonrecurring 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.  

Other operating expense increased 5.3%, $17 million, in the three
months ended September 30, 1996 as compared to the same period in
the prior year, due primarily to increases in aircraft servicing,
passenger services and fuel tax.  Increased passenger services are
a result of a 6.5% increase in block hours, and a 2.9% increase in
revenue passengers.

Interest expense decreased 23.1%, $12 million, during the three
months ended September 30, 1996 as compared to the same period in
1995, primarily due to principal reductions of long-term debt and
capital lease obligations and the reduced accretion of deferred
credits recorded in connection with the Company's adjustment of
operating leases to fair market value as of April 27, 1993.

The Company's other nonoperating income (expense) in the quarter
ended September 30, 1996 includes a $5 million payment to settle
certain litigation arising out of the Company's decision in 1995 to
cap domestic travel agency commissions.  In addition, foreign
currency losses (primarily related to the Japanese yen) were
included in other nonoperating income (expense).  Other
nonoperating income (expense) in the third quarter of 1995 included
a $5 million charge which represented a waiver fee to a major
creditor of the Company.

The income tax provision of $18 million for the three months ended
September 30, 1996 consists of federal, state and foreign income
taxes.  During the second quarter of 1996, the Company fully
utilized previously unbenefitted post reorganization NOLs and began
accruing income tax expense.  No provision for federal income taxes
was recorded for the three months ended September 30, 1995 as a
result of the utilization of previously incurred NOLs for which a
tax benefit had not previously been recorded.

In July 1996, an extraordinary loss of $6 million was recorded, net
of $4 million income tax benefit, related to the early
extinguishment of debt.

Comparison of Nine Months Ended September 30, 1996 to Nine Months
Ended September 30, 1995

The Company recorded consolidated net income of $272 million and
$183 million for the nine months ended September 30, 1996 and 1995,
respectively, including a $128 million nonrecurring charge ($77
million after taxes) and a $6 million after tax extraordinary loss
in 1996.  Continental's financial and operating performance
improved significantly in the first nine months of 1996 compared to
the first nine months of 1995, reflecting, among other things,
continued implementation of the Company's strategic program to
enhance the fundamentals of its operations, rationalize capacity,
improve customer service and employee relations and strengthen its
balance sheet and liquidity.  Management believes that the Company
benefitted significantly from the expiration of the ticket tax on
December 31, 1995, although the amount of any such benefit directly
resulting from the expiration of the ticket tax cannot be precisely
determined.  The ticket tax was reimposed on August 27, 1996, and
is again scheduled to expire on December 31, 1996.  Management
believes that the reimposition of the ticket tax has a negative
impact on the Company, although the amount of such negative impact
directly resulting from the reimposition of the ticket tax cannot
be precisely determined.

Implementation of the Company's route realignment and capacity
rationalization initiatives reduced capacity by 1.5% in the first
nine months of 1996 as compared to the same period in 1995.  This
decrease in capacity, combined with a 3.3% increase in traffic,
produced a 3.1 percentage point increase in load factor to 68.9%. 
This higher load factor, combined with a 6.6% increase in the
average yield per revenue passenger mile, contributed to an 11.1%
increase in passenger revenue to $4.4 billion despite the decreased
capacity.

Cargo, mail and other revenue decreased 11.4%, $46 million, in the
nine months ended September 30, 1996 as compared to the same period
in the prior year, primarily as a result of the System One
transactions (which were effective April 27, 1995).  Partially
offsetting such decrease was an increase in other revenue resulting
from a wet lease agreement with Alitalia Airlines, an agreement
with DHL International to operate a sorting and distribution hub in
Manila and an increase in revenue related to military charters.

Wages, salaries and related costs increased 5.6%, $60 million,
during the nine months ended September 30, 1996 as compared to the
same period in 1995.  The increase is attributable to pay increases
effective July 1, 1996 for Continental's jet pilots and all non-
unionized employees and an increase in base wages and per diem
payments for flight attendants resulting from the Company's
collective bargaining agreement with the IAM representing
Continental's flight attendants.  In addition, there were increases
in employee profit sharing accruals and the payment of bonuses for
on-time airline performance.

Aircraft fuel expense increased 9.8%, $50 million, in the nine
months ended September 30, 1996 as compared to the same period in
the prior year.  The average price per gallon, net of fuel hedging
gains of $37 million, increased 9.5% from 53.98 cents in the first
nine months of 1995 to 59.09 cents in the first nine months of
1996.

Commissions expense increased 5.9%, $22 million, in the nine months
ended September 30, 1996 as compared to the same period in the
prior year, primarily due to an 11.1% increase in passenger
revenue, partially offset by a decrease in the percentage of
commissionable revenue.

Maintenance, materials and repairs increased 10.1%, $32 million,
during the nine months ended September 30, 1996 as compared to the
same period in 1995, principally due to the volume and timing of
engine overhauls as part of the Company's ongoing maintenance
program.

Other rentals and landing fees decreased 4.8%, $13 million, for the
nine months ended September 30, 1996 compared to the same period in
1995, principally due to reduced facility rentals and landing fees
resulting from capacity reductions.

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.  In connection with
this decision, the Company placed two new aircraft orders with
Boeing.  As a result of its decision to accelerate the replacement
of these aircraft, the Company recorded a nonrecurring charge of
$128 million.  The nonrecurring 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.  

Other operating expense decreased 2.9%, $29 million, in the nine
months ended September 30, 1996 as compared to the same period in
the prior year, primarily as a result of the System One
transactions (which were effective April 27, 1995) and a decrease
in advertising expense partially offset by increases in passenger
services and fuel tax.

Interest expense decreased 20.4%, $33 million, during the nine
months ended September 30, 1996 as compared to the same period in
1995, primarily due to principal reductions of long-term debt and
capital lease obligations and the reduced accretion of deferred
credits recorded in connection with the Company's adjustment of
operating leases to fair market value as of April 27, 1993.

Interest income increased 36.4%, $8 million, in the first nine
months of 1996 compared to the same period in the prior year,
principally due to an increase in the average interest rate earned
on investments coupled with 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, 1996 includes a $12.5 million gain
related to the sale of approximately 1.4 million shares of America
West common stock and a $5 million gain related to the sale of the
America West warrants.  Other nonoperating income (expense) in the
first nine months of 1995 consisted of a pre-tax gain of $108
million from the System One transactions and a $5 million pre-tax
charge which represented a waiver fee to a major creditor of the
Company.

The income tax provision for the nine months ended September 30,
1996 of $57 million consists of federal, state and foreign income
taxes.  During the second quarter of 1996, the Company fully
utilized previously unbenefitted post reorganization NOLs, and
began accruing income tax expense.  A provision for federal income
taxes was recorded for the nine months ended September 30, 1995
related to the System One transactions.  No additional provision
was recorded due to the previously incurred NOLs for which a tax
benefit had not previously been recorded.

In July 1996, an extraordinary loss of $6 million was recorded, net
of $4 million income tax benefit, related to the early extinguish-
ment of debt.

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


<TABLE>
<CAPTION>
                                  Three Months Ended        Net
                                    September 30,        Increase/
                                   1996        1995     (Decrease) 
<S>                               <C>         <C>       <C>
Revenue passenger miles 
 (millions) (a). . . . . . . . . .11,302      10,757       5.1 %
Available seat miles 
 (millions) (b). . . . . . . . . .16,117      15,312       5.3 %
Block hours (thousands) (c). . . .   293         275       6.5 %
Passenger load factor (d). . . . .  70.1%       70.3%     (0.2) pts.
Breakeven passenger load 
 factor (e). . . . . . . . . . . .  61.0%       62.7%     (1.7) pts.
Passenger revenue per available
 seat mile (cents) (f) . . . . . .  8.95        8.61       3.9 %
Total revenue per available
 seat mile (cents) (g) . . . . . .  9.81        9.43       4.0 %
Operating cost per available 
 seat mile (cents) (h),(l) . . . .  8.60        8.44       1.9 %
Operating cost per block 
 hour (l)  . . . . . . . . . . . .$4,731      $4,690       0.9 %
Average yield per revenue 
 passenger mile (cents) (i). . . . 12.77       12.26       4.2 %
Average fare per revenue 
 passenger . . . . . . . . . . . .$144.70    $136.04       6.4 %
Revenue passengers (thousands) . .  9,972      9,695       2.9 %
Average length of aircraft
 flight (miles). . . . . . . . . .   914         858       6.5 %
Average daily utilization of
 each aircraft (hours) (j) . . . . 10:10        9:45       4.3 %
Actual aircraft in fleet at 
 end of period (k) . . . . . . . .   314         311       1.0 %
</TABLE>


<TABLE>
<CAPTION>
                                  Nine Months Ended        Net
                                    September 30,        Increase/
                                   1996        1995     (Decrease)  
<S>                               <C>         <C>       <C>                     
Revenue passenger miles 
 (millions) (a). . . . . . . . . .31,581      30,577       3.3 %
Available seat miles 
 (millions) (b). . . . . . . . . .45,820      46,496      (1.5)%
Block hours (thousands) (c). . . .   842         826       1.9 %
Passenger load factor (d). . . . .  68.9%       65.8%      3.1 pts.
Breakeven passenger load 
 factor (e). . . . . . . . . . . .  60.5%       61.1%     (0.6)pts.
Passenger revenue per available
 seat mile (cents) (f) . . . . . .  9.07        8.12      11.7 %
Total revenue per available
 seat mile (cents) (g) . . . . . .  9.94        8.91      11.6 %
Operating cost per available 
 seat mile (cents) (h),(l) . . . .  8.77        8.27       6.0 %
Operating cost per block 
 hour (l). . . . . . . . . . . . .$4,772      $4,653       2.6 %
Average yield per revenue 
 passenger mile (cents) (i). . . . 13.16       12.34       6.6 %
Average fare per revenue 
 passenger . . . . . . . . . . . .$143.97    $131.98       9.1 %
Revenue passengers (thousands) . .28,858      28,597       0.9 %
Average length of aircraft
 flight (miles). . . . . . . . . .   893         831       7.5 %
Average daily utilization of
 each aircraft (hours) (j) . . . .  9:52        9:35       3.0 %
Actual aircraft in fleet at 
 end of period (k) . . . . . . . .   314         311       1.0 %
</TABLE>

(a)  The number of scheduled miles flown by revenue passengers.
(b)  The number of seats available for passengers multiplied by the
     number of scheduled miles those seats are flown.
(c)  The number of hours an aircraft is operated in revenue service
     from gate-to-gate.
(d)  Revenue passenger miles divided by available seat miles.
(e)  The percentage of seats that must be occupied by revenue
     passengers in order for the airline to break even on an income
     before income taxes basis, excluding nonrecurring charges,
     nonoperating items and other special items.
(f)  Passenger revenue divided by available seat miles.
(g)  Total revenue divided by available seat miles.
(h)  Operating expenses divided by available seat miles.
(i)  The average revenue received for each mile a revenue passenger
     is carried.
(j)  The average block hours flown per day in revenue service per
     aircraft.
(k)  1996 excludes four all cargo 727 aircraft at CMI.
(l)  1996 excludes nonrecurring charges totaling $128 million.

LIQUIDITY AND CAPITAL COMMITMENTS

During the first nine months of 1996, the Company completed a
number of transactions intended to strengthen its long-term
financial position and enhance earnings.  During January and
February, Continental repurchased or redeemed without prepayment
penalty the remaining amount of its Series A convertible secured
debentures for $125 million (including payment-in-kind interest of
$7 million).  In February, Continental sold approximately 1.4
million of the 1.8 million shares it owned in America West,
realizing net proceeds of approximately $25 million and recognizing
a gain of approximately $12.5 million.  In addition, in May,
Continental sold all of its 802,860 America West warrants held,
realizing net proceeds of approximately $7 million and recognizing
a gain of $5 million.  On March 26, Continental issued $230 million
of 6-3/4% convertible subordinated notes.  The net proceeds from
this offering and from the America West stock sale, as well as cash
on hand, were used for the repayment of certain outstanding GE
indebtedness totaling $257 million (of which $47 million was
required as a result of the convertible notes financing and the
America West stock sale and $210 million was an optional
prepayment).  In the first and second quarters, the Company
financed one owned aircraft and exercised its right under 22
existing leveraged aircraft leases to cause the owner/lessor's debt
underlying these leases to be refinanced.  The lower borrowing
costs obtained in the refinancing allowed Continental's operating
lease expense for the affected aircraft to be reduced by more than
$17 million annually.  In July, CMI consummated a $320 million
secured term loan financing with a group of banks and other
financial institutions.  Continental and CMI used the net proceeds,
together with available cash, to prepay approximately $324 million
in principal amount of GE indebtedness.  The bank financing is
expected to reduce interest expense by $6 million in the first
year, based on current rates.  The bank financing does not contain
any restrictive covenants at the Continental parent level, and none
of the assets of the parent company (other than its stock in AMI)
is pledged in connection with the financing.  Accordingly, this
transaction freed up over $1 billion of collateral at Continental
Airlines which was previously pledged under the terms of the GE
debt agreements.  See Note 6.

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 $1.3 billion of taxable income
following December 31, 1995.  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.  The sale of the
Company's common stock in April 1996 pursuant to an underwritten
public offering arranged by the Company (the "Secondary Offering")
gave rise to an increase in percentage ownership by certain
stockholders for this purpose.  The Company believes that such
percentage increase did not give rise to an ownership change under
Section 382 as a result of the Secondary Offering.  However, no
assurance can be given that future transactions, whether within or
outside the control of the Company, will not cause a change in
ownership, thereby substantially limiting the potential utilization
of the NOLs in a given future year.  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 (including both common
and preferred stock) at the time of the ownership change by the
applicable long-term tax exempt rate (which was 5.63% for September
1996).  Unused annual limitation may be carried over to later
years, and the amount of the limitation may under certain
circumstances be increased by the built-in gains in assets held by
the Company at the time of the change that are recognized in the
five-year period after the change.  Under current conditions, if an
ownership change were to occur, Continental's NOL utilization would
be limited to approximately $100 million per year.

Continental had firm commitments with Boeing to take delivery of 43
new jet aircraft during the years 1997 through 2002.  During the
third quarter of 1996, Continental amended the terms of its
commitments with Boeing to take delivery of a total of 61 jet
aircraft during the years 1997 through 2003 with options for an
additional 23 aircraft.  These amendments changed the aircraft mix
and timing of delivery of aircraft, in order to more closely match
Continental's anticipated future aircraft needs.  In addition, in
October 1996, Continental placed an order for 60 firm 737-500 and
737-600 aircraft that will replace older, less efficient Stage 2
aircraft between August 1997 and December 1999.  The estimated
aggregate cost of the Company's firm commitment Boeing aircraft is
in excess of $4 billion.  The Company has commitments of
approximately $1.4 billion of backstop financing for its Boeing
aircraft orders.  Continental currently plans to finance the
indebtedness on its new aircraft using enhanced equipment trust
certificates or similar financing, subject to availability and
market conditions.  However, further financing will be needed to
satisfy the Company's capital commitments for new Boeing aircraft. 
There can be no assurance that sufficient financing will be
available for all aircraft and other capital expenditures not
covered by firm financing commitments.  The Company has also
entered into agreements with several outside parties to lease four
DC-10-30 aircraft and to purchase three DC-10-30 aircraft and two
MD-82 aircraft.  These nine aircraft are expected to be delivered
during the period from October 1996 through mid-year 1997, and the
Company expects to finance the aircraft to be purchased from
available cash or from third party sources.

In addition, in March 1996, Express entered into an agreement to
acquire eight new ATR aircraft.  As of September 1996, five of
these aircraft had been delivered.  The aircraft are being
accounted for as operating leases.  In conjunction with the
acquisition, the Company is returning eight older ATR aircraft
accounted for as capital leases.  As of September 1996, four of
these aircraft had been returned.  Also, in September 1996, Express
announced an order for 25 firm EMB-145 50-seat regional jets with
options for an additional 175 aircraft.  Express plans to account
for these aircraft as operating leases.  Neither Express nor
Continental will have any obligation to take aircraft which are not
financed by a third party and leased to Express.  Continental will
guarantee Express' obligations under the operating leases.  Express
will take delivery of the 25 firm aircraft during the period from
December 1996 through the third quarter of 1998.

Continental expects its cash outlays for 1996 capital expenditures,
exclusive of aircraft acquisitions, to aggregate $120 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, 1996 aggregated $93 million, exclusive
of aircraft acquisitions.

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

In July 1996, the Company announced its plan to expand its gates
and related facilities in Terminal B, as well as planned
improvements at Terminal C, at Continental's Houston
Intercontinental Airport hub.  The expansion is expected to cost
approximately $115 million, which the Company expects will be
funded principally by the issuance of tax-exempt debt by the
applicable municipal authority.  In connection therewith, the
Company expects to enter into long-term leases (or amendments to
existing leases) with the applicable municipal authority containing
rental payments sufficient to service the related tax-exempt debt.

As of September 30, 1996, the Company had $865 million in cash and
cash equivalents, compared to $747 million as of December 31, 1995. 
Net cash provided by operating activities increased $330 million
during the nine months ended September 30, 1996 compared to the
same period in the prior year principally due to earnings
improvement.  Net cash used by investing activities for the nine
months ended September 30, 1996 compared to the same period in the
prior year increased $220 million, primarily as a result of higher
capital expenditures in 1996, lower purchase deposits refunded in
connection with aircraft delivered in 1996 and proceeds received in
1995 in connection with the System One transactions.  This increase
was offset in part by proceeds received from the sale in 1996 of
approximately 1.4 million shares of Continental's America West
stock and all of Continental's America West warrants.  Net cash
used by financing activities increased $199 million primarily due
to the repayment of long-term debt, using in part the proceeds
received from the issuance of the 6-3/4% convertible subordinated
notes, dividends paid on preferred securities of trust and a
dividend paid to UMDA in connection with the $320 million secured
term loan financing.

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

Approximately $70 million and $144 million of cash and cash
equivalents at September 30, 1996 and December 31, 1995,
respectively, were held in restricted arrangements relating
primarily to workers' compensation claims and in accordance with
the terms of certain other agreements.  The $320 million financing
consummated by CMI in July 1996 contains significant financial
covenants relating to CMI, including maintenance of a minimum fixed
charge coverage ratio, a minimum consolidated net worth and minimum
liquidity, and covenants restricting CMI's leverage, its incurrence
of certain indebtedness and its pledge of assets.  The financial
covenants also limit the ability of CMI to pay dividends to
Continental.

CMI entered into an interest rate swap agreement and an interest
rate cap agreement to reduce the impact of potential increases in
interest rates on its bank financing that was completed in July
1996.  The interest rate swap agreement effectively converts the
floating rate on the bank financing to a fixed rate of 5.875%.  The
notional value on the interest rate swap agreement is $320 million
and is effective from August 30, 1996 through January 30, 1997. 
The interest rate cap agreement has a notional value of $153
million and is effective from January 31, 1997 through July 31,
2001.

The Company has entered into petroleum option contracts to provide
some short-term protection against a sharp increase in jet fuel
prices, and CMI has entered into average rate option contracts to
hedge a portion of its Japanese yen-denominated ticket sales
against a significant depreciation in the value of the yen versus
the United States dollar.  The petroleum option contracts generally
cover the Company's forecasted jet fuel needs for approximately
three to six months, and the average rate option contracts cover a
portion of CMI's yen-denominated ticket sales for the next six to
nine months.  At September 30, 1996, the Company had petroleum
option contracts outstanding with an aggregate notional value of
$226 million and CMI had average rate option contracts outstanding
with a contract value of $114 million.  At September 30, 1996, the
carrying value of the option contracts was immaterial.  The Company
and CMI are exposed to credit loss in the event of nonperformance
by the counterparties on the option contracts; however, management
does not anticipate nonperformance by these counterparties.  The
amount of such exposure is generally the unrealized gains, if any,
on such option contracts.

In August 1996, the IAM representing the Company's Continental
Airlines unit flight attendants ratified a three and one-half year
collective bargaining agreement which will remain in effect for 42
months beginning June 24, 1996.  The agreement provides for base
wage increases in each year of the contract, a one-time adjustment
to certain base wage scales as an equitable adjustment, an increase
in per diem payments and other matters, including productivity
improvements.  In addition, effective July 1, 1996, Continental
implemented pay increases for substantially all of its non-
unionized employees as part of a three-year plan to increase base
wages to be more comparable to industry wages.  The Company
anticipates that the pay increases for Continental's flight
attendants and its non-unionized employees will result in a
cumulative increase in wages, salaries and related costs (assuming
no change in the Company's operations) of $137 million through 1999
(approximately $15 million through the remainder of 1996, $67
million through 1997, $107 million through 1998 and $137 million
through 1999).  In addition, under the Company's existing
collective bargaining agreement with the union representing its jet
pilots, those pilots received a 13.5% wage increase on July 1, 1996
and will receive a 5% wage increase on June 30, 1997.  The Company
anticipates that it will be able to offset a significant portion of
these wage and other cost increases with increased labor
productivity, reduced interest and lease expenses, reduced
distribution costs and other cost savings.

Continental's decision to order 60 new Boeing 737-500 and 737-600
aircraft to replace older, less efficient aircraft is expected to
increase ownership costs while generating cost savings in the areas
of maintenance, fuel and pilot training.  The Company estimates net
pre-tax savings from the order to approximate $28 million, $31
million, $66 million, $115 million and $116 million in the years
1997 through 2001, respectively.  See the assumptions filed
herewith as Exhibit 99.2.

Management also believes that the Company's costs are likely to be
affected for the remainder of 1996 by (i) higher aircraft rental
expense as new aircraft are delivered, (ii) changes in the costs of
materials and services (in particular, the cost of fuel, which can
fluctuate significantly in response to global market conditions),
(iii) changes in governmental regulations and taxes affecting air
transportation and the costs charged for airport access, including
new security requirements, (iv) changes in the Company's fleet and
related capacity and (v) the Company's continuing efforts to reduce
costs throughout its operations, including reduced maintenance
costs for new aircraft, reduced distribution expense from using E-
Ticket and the Internet for bookings and reduced interest expense.


 
                  PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

   On December 3, 1990, the Company owned 77 aircraft and 81 spare
   engines (in four collateral pools) securing debt evidenced by
   equipment trust certificates.  The trustees for the four
   collateral pools moved in the United States Bankruptcy Court for
   the District of Delaware (the "Bankruptcy Court") for "adequate
   protection" payments under Sections 361 and 363 of the federal
   bankruptcy code for the Company's retention and use of the
   aircraft and engines after December 3, 1990, including
   postpetition claims for the alleged decline in market value of
   the aircraft and engines after December 3, 1990 and claims for
   deterioration in the condition of the aircraft and engines in
   the same period.  The Bankruptcy Court rejected the adequate
   protection claims that alleged market value decline.  Prior to
   April 16, 1993, the Company settled all of the adequate
   protection claims of the trustees, except for a claim of
   approximately $117 million for alleged market value decline of
   29 aircraft and 81 spare engines in the fourth collateral pool. 
   On April 16, 1993, the Bankruptcy Court rejected the market
   value decline claims of the trustees for the fourth collateral
   pool in their entirety and incorporated those findings into its
   order confirming the Plan of Reorganization.  The trustees for
   the fourth collateral pool appealed from these orders, but
   failed to obtain a stay pending appeal.  The Company opposed
   these appeals on the merits and sought dismissal of the appeals
   on the grounds they were made moot by the substantial
   consummation of the Plan of Reorganization.  The United States
   District Court for the District of Delaware (the "District
   Court") dismissed the appeals as moot, and the trustees appealed
   to the Third Circuit Court of Appeals (the "Third Circuit")
   seeking review of the District Court's mootness determination
   and the Bankruptcy Court's finding on the merits.  The Third
   Circuit affirmed the District Court's dismissal in February
   1996, but subsequently granted a rehearing en banc on May 14,
   1996.  On July 31, 1996, the Third Circuit, acting en banc, also
   affirmed the District Court's dismissal.  The trustees may apply
   for a writ of certiorari to the U.S. Supreme Court.  The Company
   does not believe that the foregoing matter will have a material
   adverse effect on the Company.

   In September 1996, the Company signed a settlement agreement
   providing for the settlement of all claims against it in
   consolidated antitrust litigation in the U.S. District Court for
   the District of Minnesota.  Continental, along with various
   other airlines, has been a defendant in that litigation since
   February 1995.  Plaintiffs in that litigation claim that
   Continental and the other airline defendants conspired to fix
   and maintain the commissions paid to U.S. travel agents for
   domestic travel.  Plaintiffs claim substantial damages, which
   would be trebled under applicable antitrust law.  While denying
   all claims, Continental determined to settle the litigation to
   avoid the risks and expenses of further litigation.  The
   settlement, which is subject to Court approval, includes the
   payment by Continental of approximately $5 million and provides
   for the complete release of all claims and dismissal of the case
   against the Company.


ITEM 2. CHANGES IN SECURITIES.

   On June 26, 1996, the Board of Directors of the Company declared
   a two-for-one stock split for its Class A and Class B common
   stock.  See Item 1.  "Financial Statements.  Note 1 - Stock
   Split" for information with respect to the stock split.


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 filed herewith:

        3.1      Amended By-Laws of the Company.

        10.1*    Amendment to employment agreement, dated as of
                 September 30, 1996, between the Company and
                 Gordon M. Bethune.

        10.2*    Amendment to employment agreement, dated as of
                 September 30, 1996, between the Company and
                 Gregory D. Brenneman.

        10.3*    Form of amendment to employment agreement, dated
                 as of September 30, 1996, for each of Lawrence W.
                 Kellner, C. D. McLean and Barry P. Simon.

        10.4*    Third Amendment to Continental Airlines, Inc.
                 1994 Incentive Equity Plan.

        11.1     Statement Regarding Computation of Per Share
                 Earnings.

        27.1     Financial Data Schedule.

        99.1     Risk Factors.

        99.2     Assumptions relating to pre-tax savings from new
                 Boeing order.

   (b)  Reports on Form 8-K:  

        (i)    Report dated July 22, 1996, reporting an Item 5.
               "Other Event".  No financial statements were filed
               with the report which announced the prepayment of
               approximately $324 million in principal amount of
               indebtedness to affiliates of General Electric
               Company. 

        (ii)   Report dated September 16, 1996 reporting an Item
               5.  "Other Event".  No financial statements were
               filed with the report which announced that Lloyd M.
               Bentsen had been elected to the Company's Board of
               Directors.

        (iii)  Report dated September 30, 1996 reporting an Item
               5.  "Other Event".  No financial statements were
               filed with the report which announced that Gordon
               M. Bethune had been elected as Chairman of the
               Board and Chief Executive Officer of the Company,
               that Gregory D. Brenneman had been elected as
               President and Chief Operating Officer of the
               Company, and that David Bonderman had resigned as
               Chairman of the Board of the Company.

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


                           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 21, 1996 by:  /s/ Lawrence W. Kellner      
                             Lawrence W. Kellner
                             Senior Vice President and
                             Chief Financial Officer 
                             (On behalf of Registrant)



Date:  October 21, 1996      /s/ Michael P. Bonds         
                             Michael P. Bonds
                             Vice President and Controller
                             (Chief Accounting Officer)





                                                      EXHIBIT 3.1


















                             BY-LAWS

                               OF

                   CONTINENTAL AIRLINES, INC.




























Including all amendments through September 30, 1996


                        TABLE OF CONTENTS


                                                            Page


ARTICLE I
     Stockholders. . . . . . . . . . . . . . . . . . . .     1
     Section 1.1    Annual Meeting . . . . . . . . . . .     1
     Section 1.2    Special Meetings . . . . . . . . . .     1
     Section 1.3    Place of Meeting . . . . . . . . . .     2
     Section 1.4    Notice of Meetings . . . . . . . . .     2
     Section 1.5    Quorum . . . . . . . . . . . . . . .     2
     Section 1.6    Voting . . . . . . . . . . . . . . .     3
     Section 1.7    Presiding Officer and Secretary. . .     4
     Section 1.8    Proxies. . . . . . . . . . . . . . .     4
     Section 1.9    List of Stockholders . . . . . . . .     4
     Section 1.10   Notice of Stockholder Business
                      and Nominations. . . . . . . . . .     5
     Section 1.11   Inspectors of Elections; Opening
                      and Closing the Polls. . . . . . .     8

ARTICLE II
     Directors . . . . . . . . . . . . . . . . . . . . .     9
     Section 2.1    Powers and Duties of Directors;
                      Number . . . . . . . . . . . . . .     9
     Section 2.2    Election; Term, Vacancies. . . . . .    10
     Section 2.3    Resignation. . . . . . . . . . . . .    10
     Section 2.4    Removal. . . . . . . . . . . . . . .    10
     Section 2.5    Meetings . . . . . . . . . . . . . .    10
     Section 2.6    Quorum and Voting. . . . . . . . . .    12
     Section 2.7    Written Consent of Directors in
                      Lieu of a Meeting. . . . . . . . .    12
     Section 2.8    Compensation . . . . . . . . . . . .    12

ARTICLE III
     Committees of the Board of Directors. . . . . . . .    13
     Section 3.1    Creation . . . . . . . . . . . . . .    13
     Section 3.2    Committee Procedure. . . . . . . . .    14
     Section 3.3    Certain Definitions. . . . . . . . .    14

ARTICLE IV
     Officers, Agents and Employees. . . . . . . . . . .    14
     Section 4.1    Appointments and Term of Office. . .    15
     Section 4.2    Resignation and Removal. . . . . . .    15
     Section 4.3    Compensation and Bond. . . . . . . .    16
     Section 4.4    Chairman of the Board. . . . . . . .    16
     Section 4.5    Chief Executive
 Officer. . . . . . .    16
     Section 4.6    President. . . . . . . . . . . . . .    17
     Section 4.7    Chief Operating Officer. . . . . . .    17
     Section 4.8    Vice Presidents. . . . . . . . . . .    17
     Section 4.9    Treasurer. . . . . . . . . . . . . .    17
     Section 4.10   Secretary. . . . . . . . . . . . . .    18
     Section 4.11   Assistant Treasurers . . . . . . . .    18
     Section 4.12   Assistant Secretaries. . . . . . . .    18
     Section 4.13   Delegation of Duties . . . . . . . .    19
     Section 4.14   Loans to Officers and Employees,
                      Guaranty of Obligations of
                      Officers and Employees . . . . . .    19

ARTICLE V
     Indemnification . . . . . . . . . . . . . . . . . .    19
     Section 5.1    Indemnification of Directors,
                      Officers, Employees and Agents . .    19

ARTICLE VI
     Common Stock. . . . . . . . . . . . . . . . . . . .    21
     Section 6.1    Certificates . . . . . . . . . . . .    21
     Section 6.2    Transfers of Stock . . . . . . . . .    22
     Section 6.3    Lost, Stolen or Destroyed
                      Certificates . . . . . . . . . . .    22
     Section 6.4    Stockholder Record Date. . . . . . .    22

ARTICLE VII
     Ownership by Aliens . . . . . . . . . . . . . . . .    24
     Section 7.1    Foreign Stock Record . . . . . . . .    24
     Section 7.2    Maximum Percentage . . . . . . . . .    24
     Section 7.3    Recording of Shares. . . . . . . . .    24

ARTICLE VIII
     General Provisions. . . . . . . . . . . . . . . . .    26
     Section 8.1    Fiscal Year. . . . . . . . . . . . .    26
     Section 8.2    Dividends. . . . . . . . . . . . . .    26
     Section 8.3    Checks, Notes, Drafts, Etc.. . . . .    26
     Section 8.4    Corporate Seal . . . . . . . . . . .    26
     Section 8.5    Waiver of Notice . . . . . . . . . .    26


ARTICLE IX
     Restated Certificate of Incorporation to Govern . .    27
     Section 9.1    Restated Certificate of
                      Incorporation to Govern. . . . . .    27

                             BY-LAWS

                               OF

                   CONTINENTAL AIRLINES, INC.

      Incorporated under the Laws of the State of Delaware


                            ARTICLE I

                          Stockholders

     Section 1.1    Annual Meeting.  The annual meeting of
stockholders of the Corporation for the election of Directors and
for the transaction of any other proper business shall be held at
such time and date in each year as the Board of Directors may
determine from time to time.  The annual meeting in each year shall
be held at such place within or without the State of Delaware as
may be fixed by the Board of Directors, or if not so fixed, at the
principal business office of the Corporation.
     Section 1.2    Special Meetings.  Subject to the rights of the
holders of any class or series of preferred stock of the
Corporation, or any other series or class of stock as set forth in
the Restated Certificate of Incorporation of the Corporation (as it
may be amended from time to time in accordance with its terms and
applicable law, the "Restated Certificate of Incorporation"), to
elect additional Directors under specified circumstances, special
meetings of the stockholders may be called only by (i) stockholders
holding Common Stock constituting more than 50% of the voting power
of the outstanding shares of Common Stock, (ii) the Chief Executive
Officer or (iii) the Board of Directors.
     Section 1.3    Place of Meeting.  The Board of Directors may
designate the place of meeting for any meeting of the stockholders. 
If no designation is made by the Board of Directors, the place of
meeting shall be the principal executive offices of the
Corporation.
     Section 1.4    Notice of Meetings.  Whenever stockholders are
required or permitted to take any action at a meeting, unless
notice is waived in writing by all stockholders entitled to vote at
the meeting, a written notice of the meeting shall be given which
shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose for which the meeting is
called.
     Unless otherwise provided by law, and except as to any
stockholder duly waiving notice, the written notice of any meeting
shall be given personally or by mail, not less than ten nor more
than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting.  If mailed, notice shall be
deemed given when deposited in the mail, postage prepaid, directed
to the stockholder at his or her address as it appears on the
records of the Corporation.
     When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the Corporation may transact any
business which might have been transacted at the original meeting. 
If, however, the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
     Section 1.5    Quorum.  Except as otherwise provided by law,
by the Restated Certificate of Incorporation, or by these By-Laws
in respect of the vote required for a specified action, at any
meeting of stockholders the holders of a majority of the aggregate
voting power of the outstanding stock entitled to vote thereat,
either present or represented by proxy, shall constitute a quorum
for the transaction of any business, but the stockholders present,
although less than a quorum, may adjourn the meeting to another
time or place and, except as provided in the last paragraph of
Section 1.4, notice need not be given of the adjourned meeting.
     Section 1.6    Voting.  Except as otherwise provided by the
Restated Certificate of Incorporation or these By-Laws, whenever
Directors are to be elected at a meeting, they shall be elected by
a plurality of the votes cast at the meeting by the holders of
stock entitled to vote.  Whenever any corporate action, other than
the election of Directors, is to be taken by vote of stockholders
at a meeting, it shall be authorized by a majority of the votes
cast at the meeting by the holders of stock entitled to vote
thereon, except as otherwise required by law, by the Restated
Certificate of Incorporation or by these By-Laws.
     Except as otherwise provided by law, or by the Restated
Certificate of Incorporation or these By-Laws, each holder of
record of stock of the Corporation entitled to vote on any matter
at any meeting of stockholders shall be entitled to one vote for
each share of such stock standing in the name of such holder on the
stock ledger of the Corporation on the record date for the
determination of the stockholders entitled to vote at the meeting.
     Upon the demand of any stockholder entitled to vote, the vote
for Directors or the vote on any other matter at a meeting shall be
by written ballot, but otherwise the method of voting and the
manner in which votes are counted shall be discretionary with the
presiding officer at the meeting.
     Section 1.7    Presiding Officer and Secretary.  At every
meeting of stockholders the Chairman of the Board or the Chief
Executive Officer, as designated by the Board of Directors, or, if
neither is present, or in the absence of any such designation, the
appointee of the meeting, shall preside.  The Secretary, or in his
or her absence an Assistant Secretary, or if none be present, the
appointee of the presiding officer of the meeting, shall act as
secretary of the meeting.
     Section 1.8    Proxies.  Each stockholder entitled to vote at
a meeting of stockholders may authorize another person or persons
to act for him or her by proxy executed in writing by the
stockholder or as otherwise permitted by law, or by his or her duly
authorized attorney-in-fact.  Such proxy must be filed with the
Secretary of the Corporation or his or her representative at or
before the time of the meeting.
     Section 1.9    List of Stockholders.  The officer who has
charge of the stock ledger of the Corporation shall prepare and
make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is
to be held.  The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
     The stock ledger shall be the only evidence as to which
stockholders are the stockholders entitled to examine the stock
ledger or the list required by this Section 1.9, or to vote in
person or by proxy at any meeting of stockholders.
     Section 1.10   Notice of Stockholder Business and Nominations.
     (A)  Annual Meetings of Stockholders.  (1)  Subject to Section
2.2 of these By-Laws, nominations of persons for election to the
Board of Directors of the Corporation and the proposal of business
to be considered by the stockholders may be made at an annual
meeting of stockholders (a) pursuant to the Corporation's notice of
meeting delivered pursuant to Section 1.4 of these By-Laws, (b) by
or at the direction of the Board of Directors or (c) by any
stockholder of the Corporation who is entitled to vote at the
meeting, who complied with the notice procedures set forth in
clauses (2) and (3) of paragraph (A) of this Section 1.10 and who
was a stockholder of record at the time such notice is delivered to
the Secretary of the Corporation.
                    (2)  For nominations or other business to be
properly brought before an annual meeting by a stockholder pursuant
to clause (c) of paragraph (A) (1) of this Section 1.10, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation.  To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive
offices of the Corporation not less than seventy days nor more than
ninety days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date
of the annual meeting is advanced by more than twenty days, or
delayed by more than seventy days, from such anniversary date,
notice by the stockholder to be timely must be so delivered not
earlier than the ninetieth day prior to such annual meeting and not
later than the close of business on the later of the seventieth day
prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first
made.  Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or
reelection as a Director all information relating to such person
that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including such person's
written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected; (b) as to any other
business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the
proposal is made; and (c) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial
owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and
such beneficial owner.
                    (3)  Notwithstanding anything in the second
sentence of paragraph (A) (2) of this Section 1.10 to the contrary,
in the event that the number of Directors to be elected to the
Board of Directors is increased and there is no public announcement
naming all of the nominees for Director or specifying the size of
the increased Board of Directors made by the Corporation at least
eighty days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this Section
1.10 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it
shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on
the tenth day following the day on which such public announcement
is first made by the Corporation.
     (B)  Special Meeting of Stockholders.  Only such business
shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the Corporation's
notice of meeting pursuant to Section 1.4 of these By-Laws. 
Subject to Section 2.2 of these By-Laws, nominations of persons for
election to the Board of Directors may be made at a special meeting
of stockholders at which Directors are to be elected pursuant to
the Corporation's notice of meeting (i) by or at the direction of
the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies
with the notice procedures set forth in this Section 1.10 and who
is a stockholder of record at the time such notice is delivered to
the Secretary of the Corporation.  Nominations by stockholders of
persons for election to the Board of Directors may be made at such
a special meeting of stockholders if the stockholder's notice as
required by paragraph (A) (2) of this Section 1.10 shall be
delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the ninetieth day prior to such
special meeting and not later than the close of business on the
later of the seventieth day prior to such special meeting or the
tenth day following the day on which public announcement is first
made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting.
     (C)  General.  (1)  Only persons who are nominated in
accordance with the procedures set forth in this Section 1.10 shall
be eligible to serve as Directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this Section 1.10.  Except as otherwise provided by law, the
Restated Certificate of Incorporation or these By-Laws, the
chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before
the meeting was made in accordance with the procedures set forth in
this Section 1.10 and, if any proposed nomination or business is
not in compliance with this Section 1.10, to declare that such
defective proposal or nomination shall be disregarded.
                    (2)  For purposes of this Section 1.10, "public
announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
                    (3)  Notwithstanding the foregoing provisions
of this Section 1.10, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in
this Section 1.10.  Nothing in this Section 1.10 shall be deemed to
affect any rights of stockholders to request inclusion of proposals
in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.
     Section 1.11   Inspectors of Elections; Opening and Closing
the Polls.  The Board of Directors by resolution shall appoint one
or more inspectors, which inspector or inspectors may include
individuals who serve the Corporation in other capacities,
including, without limitation, as officers, employees, agents or
representatives of the Corporation, to act at the meeting and make
a written report thereof.  One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act. If
no inspector or alternate has been appointed to act, or if all
inspectors or alternates who have been appointed are unable to act,
at the meeting of stockholders, the chairman of the meeting shall
appoint one or more inspectors to act at the meeting.  Each
inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her
ability.  The inspectors shall have the duties prescribed by the
General Corporation Law of the State of Delaware (the "GCL").
     The chairman of the meeting shall fix and announce at the
meeting the time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting.
                           ARTICLE II
                            Directors
     Section 2.1    Powers and Duties of Directors; Number.  The
business of the Corporation shall be managed by or under the
direction of the Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things as
are not directed or required to be exercised or done by the
stockholders by the Restated Certificate of Incorporation, by these
By-Laws, or by law.  Except as otherwise permitted by or consistent
with Foreign Ownership Restrictions (as defined in the Restated
Certificate of Incorporation), at no time shall more than one-third
of the Directors in office be Aliens (as defined in the Restated
Certificate of Incorporation).  The Board shall adopt the Annual
Capital Expenditure Budget and the Annual Financial Plan, both as
defined in Section 3.3, for each fiscal year not later than the
last day of the preceding fiscal year or at such later time as
shall be determined by resolution of the Board.
     The number of Directors which shall constitute the whole Board
of Directors shall be determined from time to time by resolution of
the Board of Directors (provided that no decrease in the number of
Directors which would have the effect of shortening the term of an
incumbent Director may be made by the Board of Directors).  If the
Board of Directors makes no such determination, the number of
Directors shall be twelve. 
     Section 2.2  Election; Term; Vacancies.  Each Director shall
hold office until the next annual election and until his or her
successor is elected and qualified, or until his earlier death,
resignation or removal.   The Directors shall be elected annually
by the stockholders in the manner specified by the Restated
Certificate of Incorporation and these By-Laws, except that if
there be a vacancy in the Board of Directors by reason of death,
resignation or otherwise, such vacancy may also be filled for the
unexpired term by a majority affirmative vote of the Board of
Directors; provided, that in the event of a vacancy by reason of
death, resignation or otherwise of a Class D Director, such vacancy
shall be filled for the unexpired term by the holders of Class D
Common Stock, voting separately as a class by a majority
affirmative vote thereof.
     Section 2.3    Resignation.  Any Director may resign at any
time upon written notice to the Corporation.  Any such resignation
shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof, and the acceptance of such
resignation, unless required by the terms thereof, shall not be
necessary to make such resignation effective.
     Section 2.4    Removal.  Any Director may be removed at any
time, with or without cause, by vote at a meeting or written
consent of the holders of stock entitled to vote on the election of
such Director pursuant to the Restated Certificate of
Incorporation.
     Section 2.5    Meetings.
     (A)  Annual Meeting.  Immediately after each annual meeting of
stockholders, the duly elected Directors shall hold an inaugural
meeting for the purpose of organization, election of officers, and
the transaction of other business, at such place as shall be fixed
by the person presiding at the meeting of stockholders at which
such Directors are elected. 
     (B)  Regular Meetings.  Regular meetings of the Board of
Directors shall be held on such dates and at such times and places
as shall be designated from time to time by the Board of Directors;
provided, that regular meetings of the Board of Directors can be
waived at the request of the Chief Executive Officer if at least a
majority of the Directors agree in writing to such waiver at least
seven days before the date of the meeting to be so waived. The
Secretary shall forward to each Director, at least five days before
any such regular meeting, a notice of the time and place of the
meeting, together with the agenda for the meeting or in lieu
thereof a notice of waiver if the regular meeting has been waived.
     (C)  Special Meetings.   Special meetings of the Directors may
be called by the Chairman of the Board, the Chairman of the
Executive Committee, the Chief Executive Officer or a majority of
the Directors, at such time and place as shall be specified in the
notice or waiver thereof.  Notice of each special meeting,
including the time and place of the meeting and the agenda
therefor, shall be given by the Secretary or by the person calling
the meeting to each Director by causing the same to be delivered
personally or by facsimile transmission not later than the close of
business on the second day next preceding the day of the meeting.
     (D)  Location; Methods of Participation.  Meetings of the
Board of Directors, regular or special, may be held at any place
within or without the State of Delaware at such place as is
indicated in the notice or waiver of notice thereof.  Members of
the Board of Directors, or of any committee designated by the
Board, may participate in a meeting of the Board of Directors or
such committee by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and participation
in a meeting by such means shall constitute presence in person at
such meeting.
     Section 2.6    Quorum and Voting.  A majority of the total
number of Directors (excluding those who must recuse themselves
under the terms of the Restated Certificate of Incorporation or
these By-Laws, or by law)("Recused Directors") shall constitute a
quorum for the transaction of business, but, if there be less than
a quorum at any meeting of the Board of Directors, a majority of
the Directors present may adjourn the meeting from time to time,
and no further notice thereof need be given other than announcement
at the meeting which shall be so adjourned.  Except as otherwise
provided by law, by the Restated Certificate of Incorporation, or
by these By-Laws, the affirmative vote of a majority of the
Directors present at a meeting (excluding Recused Directors) at
which a quorum is present shall be the act of the Board of
Directors.
     Section 2.7    Written Consent of Directors in Lieu of a
Meeting.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or of such
committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of
the Board or committee.
     Section 2.8    Compensation.  Directors may receive
compensation for services to the Corporation in their capacities as
Directors or otherwise in such manner and in such amounts as may be
fixed from time to time by the Board of Directors.
                           ARTICLE III
              Committees of the Board of Directors
     Section 3.1    Creation.  The Board of Directors, by
resolution or resolutions passed by a majority of the whole Board
of Directors (except as otherwise provided in the Restated
Certificate of Incorporation), may designate one or more
committees, each to consist of such number of Directors of the
Corporation as shall be specified in such resolution; provided,that
for so long as there shall be any Class D Directors (as defined in
Section 3.3), any such committee shall include (if so requested by
any Class D Director), to the extent consistent with applicable
laws and regulations, such number of Class D Directors as shall not
be greater than the number of Directors equal to the same
percentage of the Directors comprising such committee as the
percentage of the total number of Class D Directors on the whole
Board of Directors; provided further, that for so long as there
shall be any Class D Directors, any executive or other similar
committee of the Board with full power to take all actions which
may lawfully be taken by the Board, and any nominating committee of
the Board, shall consist, to the extent consistent with applicable
laws and regulations, only of a Director that is an officer of the
Corporation (or his or her designee) and a Class D Director.  Each
committee of the Board shall have and may exercise such powers and
duties as may be provided in such resolution, except that no such
committee shall have the power to elect Directors or the power or
authority reserved for the whole Board of Directors pursuant to
Section 141(c)(1) of the GCL, except as otherwise set forth in such
Section 141(c)(1).  Pursuant to and subject to the foregoing, the
Board of Directors shall at all times designate an Executive
Committee with full power to take all actions which may lawfully be
taken by the Board, and the chairperson of the Executive Committee
shall, as long as Air Partners (as defined in the Restated
Certificate of Incorporation) may convert (or has converted) shares
of Class A common stock of the Corporation into Class D common
stock of the Corporation pursuant to Article Fourth, Section
2(e)(i) of the Restated Certificate of Incorporation and such Class
D common stock would not then be (or has not been) converted into
Class A common stock pursuant to Article Fourth, Section 2(e) (ii)
or (iii) of the Restated Certificate of Incorporation, be appointed
from among the members of such committee by a majority of the whole
Board of Directors.
     Section 3.2    Committee Procedure.  Each committee of the
Board of Directors shall meet at the times stated by the Board in
the resolution or resolutions establishing such committee or on
notice to all members given by any member of such committee.  The
Board by resolution or resolutions shall establish the rules of
procedure to be followed by each committee, which shall include a
requirement that such committee keep regular minutes of its
proceedings and deliver to the Secretary the same.  The affirmative
vote of a majority of the members of any such committee shall
constitute the act of such committee.
     Section 3.3    Certain Definitions.
     (A)  Annual Capital Expenditure Budget.  When used in these
By-Laws, the term "Annual Capital Expenditure Budget" shall mean an
annual capital expenditure budget, which shall be approved by the
Board of Directors not later than the last day of the preceding
fiscal year (or at such later time determined by the Board pursuant
to Section 2.1).
     (B)  Annual Financial Plan.  When used in these By-Laws, the
term "Annual Financial Plan" shall mean an annual financial plan,
which shall be approved by the Board of Directors not later than
the last day of the preceding fiscal year (or at such later time
determined by the Board pursuant to Section 2.1).
     (C) Class D Director.  When used in these By-Laws, the term
"Class D Director" shall mean a Director elected by the holders of
Class D Common Stock or elected by Directors to fill a vacancy
created by the departure of a Class D Director.
     
                           ARTICLE IV
                 Officers, Agents and Employees
     Section 4.1    Appointment and Term of Office.  The officers
of the Corporation shall include a Chairman of the Board, a Chief
Executive Officer, a President, and a Secretary, and may also
include a Chief Operating Officer, a Treasurer, one or more Vice
Presidents (who may be further classified by such descriptions as
"executive", "senior", "assistant", "staff" or otherwise, as the
Board of Directors shall determine), one or more Assistant
Secretaries and one or more Assistant Treasurers.  All such
officers shall be appointed by the Board of Directors.  Any number
of such offices may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than
one capacity.  Except as may be prescribed otherwise by the Board
of Directors in a particular case, all such officers shall hold
their offices at the pleasure of the Board for an unlimited term
and need not be reappointed annually or at any other periodic
interval.  The Board of Directors may appoint, and may delegate
power to appoint, such other officers, agents and employees as it
may deem necessary or proper, who shall hold their offices or
positions for such terms, have such authority and perform such
duties as may from time to time be determined by or pursuant to
authorization of the Board of Directors.
     Section 4.2    Resignation and Removal.  Any officer may
resign at any time upon written notice to the Corporation.  Any
officer, agent or employee of the Corporation may be removed by the
Board of Directors with or without cause at any time.  The Board of
Directors may delegate such power of removal as to officers, agents
and employees not appointed by the Board of Directors.  Such
removal shall be without prejudice to a person's contract rights,
if any, but the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create contract
rights.
     Section 4.3    Compensation and Bond.  The compensation of the
officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer by the
Board of Directors.  The Corporation may secure the fidelity of any
or all of its officers, agents or employees by bond or otherwise.
     Section 4.4    Chairman of the Board.  The Chairman of the
Board shall be selected from the members of the Board of Directors
and shall preside at all meetings of the Board of Directors.  In
addition, the Chairman of the Board shall have such other powers
and duties as may be delegated to him or her by the Board of
Directors.  The Chairman of the Board shall not be deemed to be an
officer of the Corporation for purposes of Article III of these
By-Laws unless he or she shall also be the Chief Executive Officer.
     Section 4.5    Chief Executive Officer.  The Chief Executive
Officer shall be the chief executive officer of the Corporation
and, in the absence of the Chairman of the Board (or if there be
none), he or she shall preside at all meetings of the Board of
Directors.  The Chief Executive Officer shall have general charge
of the business affairs of the Corporation.  He or she may employ
and discharge employees and agents of the Corporation, except such
as shall be appointed by the Board of Directors, and he or she may
delegate these powers.  The Chief Executive Officer may vote the
stock or other securities of any other domestic or foreign
corporation of any type or kind which may at any time be owned by
the Corporation, may execute any stockholders' or other consents in
respect thereof and may in his or her discretion delegate such
powers by executing proxies, or otherwise, on behalf of the
Corporation.  The Board of Directors by resolution from time to
time may confer like powers upon any other person.
     Section 4.6    President.  The President shall have such
powers and perform such duties as the Board of Directors or the
Chief Executive Officer may from time to time prescribe.
     Section 4.7    Chief Operating Officer.  The Chief Operating
Officer of the Company shall have general charge of the operating
affairs of the Corporation, and shall have such other powers and
duties as the Chief Executive Officer or the Board of Directors
shall delegate to him or her from time to time.
     Section 4.8    Vice Presidents.  Each Vice President shall
have such powers and perform such duties as the Board of Directors
or the Chief Executive Officer may from time to time prescribe.
     Section 4.9    Treasurer.  The Treasurer shall have charge of
all funds and securities of the Corporation, may endorse the same
for deposit or collection when necessary and deposit the same to
the credit of the Corporation in such banks or depositaries as the
Board of Directors may authorize.  He or she may endorse all
commercial documents requiring endorsements for or on behalf of the
Corporation and may sign all receipts and vouchers for payments
made to the Corporation.  He or she shall have all such further
powers and duties as generally are incident to the position of
Treasurer or as may be assigned to him or her by the Board of
Directors or the Chief Executive Officer.
     Section 4.10   Secretary.  The Secretary shall distribute all
materials to be distributed in connection with regular and special
meetings of the Board of Directors, record all the proceedings of
the meetings of the stockholders and Directors in a book to be kept
for that purpose and shall also record therein all action taken by
written consent of the Directors, and committees of the Board of
Directors in lieu of a meeting.  He or she shall attend to the
giving and serving of all notices of the Corporation.  He or she
shall have custody of the seal of the Corporation and shall attest
the same by his or her signature whenever required.  He or she
shall have charge of the stock ledger and such other books and
papers as the Board of Directors may direct, but he or she may
delegate responsibility for maintaining the stock ledger to any
transfer agent appointed by the Board of Directors.  He or she
shall have all such further powers and duties as generally are
incident to the position of Secretary or as may be assigned to him
or her by the Board of Directors or the Chief Executive Officer.
     Section 4.11   Assistant Treasurers.  In the absence or
inability to act of the Treasurer, any Assistant Treasurer may
perform all the duties and exercise all the powers of the
Treasurer.  The performance of any such duty shall, in respect of
any other person dealing with the Corporation, be conclusive
evidence of his or her power to act.  An Assistant Treasurer shall
also perform such other duties as the Treasurer or the Board of
Directors may assign to him or her.
     Section 4.12   Assistant Secretaries.  In the absence or
inability to act of the Secretary, any Assistant Secretary may
perform all the duties and exercise all the powers of the
Secretary.  The performance of any such duty shall, in respect of
any other person dealing with the Corporation, be conclusive
evidence of his or her power to act.  An Assistant Secretary shall
also perform such other duties as the Secretary or the Board of
Directors may assign to him or her.
     Section 4.13   Delegation of Duties.  In case of the absence
of any officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
confer for the time being the powers or duties, or any of them, of
such officer upon any other officer or upon any Director.
     Section 4.14   Loans to Officers and Employees; Guaranty of
Obligations of Officers and Employees.  The Corporation may lend
money to, or guarantee any obligation of, or otherwise assist any
officer or other employee of the Corporation or any subsidiary,
including any officer or employee who is a Director of the
Corporation or any subsidiary, whenever, in the judgment of the
Directors, such loan, guaranty or assistance may reasonably be
expected to benefit the Corporation.  The loan, guaranty or other
assistance may be with or without interest, and may be unsecured,
or secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the
Corporation.
                            ARTICLE V
                         Indemnification
     Section 5.1    Indemnification of Directors, Officers,
Employees and Agents.  No Director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a Director, except
for liability (i) for any breach of the Director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the GCL, or
(iv) for any transaction from which the Director derived any
improper personal benefit.  If the GCL is amended to authorize
corporate action further eliminating or limiting the personal
liability of Directors, then the liability of Directors of the
Corporation shall be eliminated or limited to the full extent
permitted by the GCL, as so amended.
     The Corporation shall indemnify to the full extent permitted
by the laws of the State of Delaware as from time to time in effect
any person who was or is a party or is threatened to be made a
party to, or otherwise requires representation by counsel in
connection with, any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (whether or not an action by or in the right of the
Corporation), by reason of the fact that he or she is or was a
Director or officer of the Corporation, or, while serving as a
Director or officer of the Corporation, is or was serving at the
request of the Corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been
taken or omitted in such capacity.  The right to indemnification
conferred by this Article V also shall include the right of such
persons to be paid in advance by the Corporation for their expenses
(including attorneys' fees) to the full extent permitted by the
laws of the State of Delaware, as from time to time in effect.  The
right to indemnification conferred on such persons by this Article
V shall be a contract right. 
     Unless otherwise determined by the Board of Directors, the
Corporation shall indemnify to the full extent permitted by the
laws of the State of Delaware as from time to time in effect any
person who was or is a party or is threatened to be made a party
to, or otherwise requires representation by counsel in connection
with, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (whether or not an action by or in the right of the
Corporation), by reason of the fact that he or she is or was an
employee (other than an officer) or agent of the Corporation, or is
or was serving at the request of the Corporation as a Director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity.
     The rights and authority conferred in this Article V shall not
be exclusive of any other right which any person seeking
indemnification or advancement of expenses may have or hereafter
acquire under any statute, provision of the Restated Certificate of
Incorporation or these By-Laws, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his or
her official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has
ceased to be a Director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such
a person.  Neither the amendment or repeal of this Article V nor
the adoption of any provision of the Restated Certificate of
Incorporation or these By-Laws or of any statute inconsistent with
this Article V shall eliminate or reduce the effect of this Article
V in respect of any acts or omissions occurring prior to such
amendment, repeal or adoption or an inconsistent provision.
                           ARTICLE VI
                          Common Stock
     Section 6.1    Certificates.  Certificates for stock of the
Corporation shall be in such form as shall be approved by the Board
of Directors and shall be signed in the name of the Corporation by
the Chairman of the Board or the Chief Executive Officer or the
President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary.  Such
certificates may be sealed with the seal of the Corporation or a
facsimile thereof.  Any of or all the signatures on a certificate
may be a facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he or
she were such officer, transfer agent or registrar at the date of
issue.
     Section 6.2    Transfers of Stock.  Upon surrender to any
transfer agent of the Corporation of a certificate for shares of
the Corporation duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the
duty of the Corporation, provided such succession, assignment or
transfer is not prohibited by the Restated Certificate of
Incorporation, these By-Laws, applicable law or contractual
prohibitions, to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon
its books.
     Section 6.3    Lost, Stolen or Destroyed Certificates.  The
Corporation may issue a new stock certificate in the place of any
certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of
the lost, stolen or destroyed certificate or his or her legal
representative to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate.  The Board
of Directors may require such owner to satisfy other reasonable
requirements.
     Section 6.4    Stockholder Record Date.  In order that the
Corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be
more than 60 nor less than ten days before the date of such
meeting, nor more than 60 days prior to any other action.  Only
such stockholders as shall be stockholders of record on the date so
fixed shall be entitled to notice of, and to vote at, such meeting
and any adjournment thereof, or to give such consent, or to receive
payment of such dividend or other distribution, or to exercise such
rights in respect of any such change, conversion or exchange of
stock, or to participate in such action, as the case may be,
notwithstanding any transfer of any stock on the books of the
Corporation after any record date so fixed.
     If no record date is fixed by the Board of Directors, (a) the
record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the date on which notice is
given, or, if notice is waived by all stockholders entitled to vote
at the meeting, at the close of business on the day next preceding
the day on which the meeting is held and (b) the record date for
determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts
the resolution relating thereto.
     A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
                           ARTICLE VII
                       Ownership by Aliens
     Section 7.1    Foreign Stock Record.  There shall be
maintained a separate stock record, designated the "Foreign Stock
Record," for the registration of Voting Stock, as defined in
Section 7.2, that is Beneficially Owned (as defined in the Restated
Certificate of Incorporation) by Aliens, as defined in the Restated
Certificate of Incorporation ("Alien Stock").  The Beneficial
Ownership by Aliens of Voting Stock shall be determined in
conformity with regulations prescribed by the Board of Directors.
     Section 7.2    Maximum Percentage.  At no time shall ownership
of shares representing more than the Maximum Percentage, as defined
below, be registered in the Foreign Stock Record.  As used herein,
(a) "Maximum Percentage" means the maximum percentage of voting
power of Voting Stock, as defined below, which may be voted by, or
at the direction of, Aliens without violating Foreign Ownership
Restrictions or adversely affecting the Corporation's operating
certificates or authorities, and (b) "Voting Stock" means all
outstanding shares of capital stock of the Corporation issued from
time to time by the Corporation and Beneficially Owned by Aliens
which, but for the provisions of Section 1 of Article Sixth of the
Restated Certificate of Incorporation, by their terms may vote (at
the time such determination is made) for the election of Directors
of the Corporation, except shares of Preferred Stock that are
entitled to vote for the election of Directors solely as a result
of the failure to pay dividends by the Corporation or other breach
of the terms of such Preferred Stock.
     Section 7.3    Recording of Shares.  If at any time there
exist shares of Voting Stock that are Alien Stock but that are not
registered in the Foreign Stock Record, the Beneficial Owner
thereof may request, in writing, the Corporation to register
ownership of such shares on the Foreign Stock Record and the
Corporation shall comply with such request, subject to the
limitation set forth in Section 7.2.  The order in which Alien
Stock shall be registered on the Foreign Stock Record shall be
chronological, based on the date the Corporation received a written
request to so register such shares of Alien Stock; provided, that
for so long as any transferee of Air Partners is an Alien, shares
of Voting Stock held by such transferee which were originally
acquired by Air Partners pursuant to the Investment Agreement,
dated as of November 9, 1992, as amended, among the Corporation,
Air Canada and Air Partners (the "Investment Agreement"), or upon
conversion or exchange of such securities, or as a dividend or
distribution in respect of such securities (collectively "AP
Original Equity Securities") shall be registered on the Foreign
Ownership Record prior to, and to the exclusion of, any other
shares of Alien Stock whether or not any such other shares of Alien
Stock are registered on the Foreign Stock Record at the time that
any such transferee of Air Partners requests that shares of AP
Original Equity Securities be so registered.  If at any time the
Corporation shall find that the combined voting power of Voting
Stock then registered in the Foreign Stock Record exceeds the
Maximum Percentage, there shall be removed from the Foreign Stock
Record the registration of such number of shares so registered as
is sufficient to reduce the combined voting power of the shares so
registered to an amount not in excess of the Maximum Percentage. 
The order in which such shares shall be removed shall be reverse
chronological order based upon the date the Corporation received a
written request to so register such shares of Alien Stock;
provided, that for so long as any transferee of Air Partners is an
Alien, shares of AP Original Equity Securities owned by such
transferee shall not be removed from the Foreign Ownership Record
(regardless of the date on which such shares were registered
thereon) until all other outstanding shares of Alien Stock have
been so removed.
                          ARTICLE VIII
                       General Provisions
     Section 8.1    Fiscal Year.  The fiscal year of the
Corporation shall begin the first day of January and end on the
last day of December of each year.
     Section 8.2    Dividends.  Dividends upon the capital stock
may be declared by the Board of Directors at any regular or special
meeting and may be paid in cash or in property or in shares of the
capital stock.  Before paying any dividend or making any
distribution of profits, the Directors may set apart out of any
funds of the Corporation available for dividends a reserve or
reserves for any proper purpose and may alter or abolish any such
reserve or reserves.
     Section 8.3    Checks, Notes, Drafts, Etc.  Checks, notes,
drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by such
officer or officers or person or persons as the Board of Directors
or a duly authorized committee thereof, the Chief Executive Officer
or the Treasurer may from time to time designate.
     Section 8.4    Corporate Seal.  The seal of the Corporation
shall be circular in form and shall bear, in addition to any other
emblem or device approved by the Board of Directors, the name of
the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware."  The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.
     Section 8.5    Waiver of Notice.  Whenever notice is required
to be given by statute, or under any provision of the Restated
Certificate of Incorporation or these By-Laws, a written waiver
thereof, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to
notice.  In the case of a stockholder, such waiver of notice may be
signed by such stockholder's attorney or proxy duly appointed in
writing.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting at the beginning of
the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the stockholders, Directors or members of a committee of
Directors need be specified in any written waiver of notice.
                           ARTICLE IX
         Restated Certificate of Incorporation to Govern
     Section 9.1    Restated Certificate of Incorporation to
Govern.  Notwithstanding anything to the contrary herein, if any
provision contained herein is inconsistent with or conflicts with
a provision of the Restated Certificate of Incorporation, such
provision herein shall be superseded by the inconsistent provision
in the Restated Certificate of Incorporation, to the extent
necessary to give effect to such provision in the Restated
Certificate of Incorporation.



                                                     EXHIBIT 10.1

                AMENDMENT TO EMPLOYMENT AGREEMENT


     This Amendment to Employment Agreement (this "Amendment") is
made by and between Continental Airlines, Inc., a Delaware
corporation ("Company"), and Gordon M. Bethune ("Executive").

                           WITNESSETH:

     WHEREAS, Company and Executive are parties to that certain
Amended and Restated Employment Agreement dated as of November 15,
1995, as amended by Amendment to Employment Agreement dated as of
April 19, 1996 (the "Existing Agreement"); and

     WHEREAS, the Human Resources Committee of the Board of
Directors of the Company, on September 30, 1996, authorized the
execution and delivery on behalf of the Company of this Amendment;
and

     WHEREAS, Company and Executive desire to amend the Existing
Agreement as hereinafter set forth;

     NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and obligations contained herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Executive agree as follows:

1.   Paragraph 4.7(iv) of the Existing Agreement is hereby amended
to read in its entirety as follows:

     "(iv)  "Termination Payment" shall mean an amount equal to
     three times the sum of (1) Executive's annual base salary
     pursuant
 to paragraph 3.1 in effect immediately prior to
     Executive's termination of employment hereunder and (2) a
     deemed annual bonus which shall be equal to the Bonus
     Percentage of the amount described in clause (1) of this
     paragraph 4.7(iv).  The "Bonus Percentage" shall be a
     percentage equal to the annual percentage of base salary
     (i.e., 0% to 125%) paid or payable to a participant under the
     Company's Executive Bonus Program (and its predecessor or any
     successor plan or program) with respect to the most recent
     fiscal year ended prior to Executive's termination of
     employment; provided that, with respect to fiscal year 1996
     only, no amount attributable to the 25% cash bonus paid
     January 2, 1996 and approved by the Human Resources Committee
     of the Board of Directors of the Company at its meeting on
     November 2, 1995 shall be included in the Bonus Percentage."

2.   The Existing Agreement, as amended by this Amendment, is
hereby ratified and confirmed and shall continue in full force and
effect in accordance with its terms.

     IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the 30th day of September, 1996.

                                   CONTINENTAL AIRLINES, INC.



                                   By: _________________________
                                   Name:
                                   Title:


                                   EXECUTIVE


                                   _____________________________
                                         Gordon M. Bethune


                                                     EXHIBIT 10.2

                AMENDMENT TO EMPLOYMENT AGREEMENT


     This Amendment to Employment Agreement (this "Amendment") is
made by and between Continental Airlines, Inc., a Delaware
corporation ("Company"), and Gregory D. Brenneman ("Executive").

                           WITNESSETH:

     WHEREAS, Company and Executive are parties to that certain
Amended and Restated Employment Agreement dated as of November 15,
1995, as amended by Amendment to Employment Agreement dated as of
April 19, 1996 (the "Existing Agreement"); and

     WHEREAS, the Human Resources Committee of the Board of
Directors of the Company, on September 30, 1996, authorized the
execution and delivery on behalf of the Company of this Amendment;
and

     WHEREAS, Company and Executive desire to amend the Existing
Agreement as hereinafter set forth;

     NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and obligations contained herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Executive agree as follows:

1.   The first sentence of Paragraph 1.2 of the Existing Agreement
is hereby amended to read in its entirety as follows:

     "From and after September 30, 1996, Company shall employ
     Executive in the position of President
 and Chief Operating
     Officer of Company, or in such other position or positions as
     the parties may mutually agree."

2.   A new sentence is hereby added as the last sentence of
Paragraph 1.3 of the Existing Agreement as follows:

     "Company shall, during the term of this Agreement, disclose or
     entrust trade secrets or confidential information to
     Executive, shall provide Executive the opportunity to develop
     business good will, or shall disclose or entrust business
     opportunities to Executive."

3.   Paragraph 4.7(iv) of the Existing Agreement is hereby amended
to read in its entirety as follows:

     "(iv)  "Termination Payment" shall mean an amount equal to
     three times the sum of (1) Executive's annual base salary
     pursuant to paragraph 3.1 in effect immediately prior to
     Executive's termination of employment hereunder and (2) a
     deemed annual bonus which shall be equal to the Bonus
     Percentage of the amount described in clause (1) of this
     paragraph 4.7(iv).  The "Bonus Percentage" shall be a
     percentage equal to the annual percentage of base salary
     (i.e., 0% to 125%) paid or payable to a participant under the
     Company's Executive Bonus Program (and its predecessor or any
     successor plan or program) with respect to the most recent
     fiscal year ended prior to Executive's termination of
     employment; provided that, with respect to fiscal year 1996
     only, no amount attributable to the 25% cash bonus paid
     January 2, 1996 and approved by the Human Resources Committee
     of the Board of Directors of the Company at its meeting on
     November 2, 1995 shall be included in the Bonus Percentage."

4.   A new Paragraph 4.8 is hereby added to the Existing Agreement
to read in its entirety as follows:

     "4.8  Covenant Not to Compete.  As part of the consideration
     for the compensation and benefits to be paid to Executive
     hereunder, in keeping with Executive's duties as a fiduciary,
     and to protect the trade secrets and confidential information
     of Company that will be disclosed to Executive, the business
     goodwill of Company that will be developed in Executive, or
     the business opportunities that will be disclosed or entrusted
     to Executive by Company, Company and Executive agree to the
     non-competition provisions of this paragraph 4.8.  Executive
     agrees that during the period of Executive's non-competition
     obligations hereunder, Executive will not, directly or
     indirectly for Executive or others, in any State, territory or
     protectorate of the United States in which Company is
     qualified to do business or in any foreign country in which
     Company has an office, station or branch as of the date of
     termination of Executive's employment with the Company, engage
     in an executive capacity in any business competitive with the
     business conducted by Company at the date of such termination.

           These non-competition obligations shall extend through
     June 6, 1999.  These non-competition obligations shall
     terminate and be inapplicable, however, if Executive's
     employment with the Company is terminated (A) by Company
     pursuant to paragraph 2.2(v), (B) by Executive pursuant to
     paragraphs 2.3(i), (ii), (iii), (iv), (v), or (vi), or (C) for
     any reason whatsoever following the occurrence of a Change in
     Control (as such term is defined in the Incentive Plan, as
     amended by the Board of Directors on April 19, 1996 and in
     effect on such date)."

5.   The Existing Agreement, as amended by this Amendment, is
hereby ratified and confirmed and shall continue in full force and
effect in accordance with its terms.

     IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the 30th day of September, 1996.

                                   CONTINENTAL AIRLINES, INC.



                                   By: _________________________
                                   Name:
                                   Title:


                                   EXECUTIVE


                                   _____________________________
                                       Gregory D. Brenneman


                                                     EXHIBIT 10.3

                AMENDMENT TO EMPLOYMENT AGREEMENT


     This Amendment to Employment Agreement (this "Amendment") is
made by and between Continental Airlines, Inc., a Delaware
corporation ("Company"), and __________________ ("Executive").

                           WITNESSETH:

     WHEREAS, Company and Executive are parties to that certain
Amended and Restated Employment Agreement dated as of November 15,
1995, as amended by Amendment to Employment Agreement dated as of
April 19, 1996 (the "Existing Agreement"); and

     WHEREAS, the Human Resources Committee of the Board of
Directors of the Company, on September 30, 1996, authorized the
execution and delivery on behalf of the Company of this Amendment;
and

     WHEREAS, Company and Executive desire to amend the Existing
Agreement as hereinafter set forth;

     NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and obligations contained herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Executive agree as follows:

1.   Paragraph 4.7(i) of the Existing Agreement is hereby amended
to read in its entirety as follows:

     "(i)  "Annualized Compensation" shall mean an amount equal to
     the sum of (1) Executive's annual base salary pursuant to
     paragrpah 3.1 in effect
 immediately prior to Executive's
     termination of employment hereunder and (2) a deemed annual
     bonus which shall be equal to the Bonus Percentage of the
     amount described in clause (1) of this paragraph 4.7(i).  The
     "Bonus Percentage" shall be a percentage equal to the annual
     percentage of base salary (i.e., 0% to 125%) paid or payable
     to a participant under the Company's Executive Bonus Program
     (and its predecessor or any successor plan or program) with
     respect to the most recent fiscal year ended prior to
     Executive's termination of employment; provided that, with
     respect to fiscal year 1996 only, no amount attributable to
     the 25% cash bonus paid January 2, 1996 and approved by the
     Human Resources Committee of the Board of Directors of the
     Company at its meeting on November 2, 1995 shall be included
     in the Bonus Percentage."

2.   The Existing Agreement, as amended by this Amendment, is
hereby ratified and confirmed and shall continue in full force and
effect in accordance with its terms.

     IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the 30th day of September, 1996.

                                   CONTINENTAL AIRLINES, INC.



                                   By: _________________________
                                   Name:
                                   Title:


                                   EXECUTIVE


                                   _____________________________
     


                                                     EXHIBIT 10.4

                       THIRD AMENDMENT TO
                   CONTINENTAL AIRLINES, INC.
                   1994 INCENTIVE EQUITY PLAN


The Board of Directors of Continental Airlines, Inc., at a meeting
held on September 30, 1996, adopted the following resolution
amending the Continental Airlines, Inc. 1994 Incentive Equity Plan,
as amended:

          NOW THEREFORE, BE IT RESOLVED that, pursuant to the
     authority granted to this Board under Paragraph 15 of the
     Company's 1994 Incentive Equity Plan, as amended (the "Plan"),
     the first clause of Paragraph 5 of the Plan, and clause (a) of
     Paragraph 5 of the Plan, are hereby amended to read in their
     entirety as follows:

          "5.  Outside Director Stock Options.  Notwithstanding any
          other provision of the Plan, (A) each Outside Director
          shall automatically receive on the day of each annual
          stockholders meeting (and, if such director is first
          elected to the Board after September 1, 1996 other than
          at an annual stockholders meeting, on the later of (i)
          the date of such director's first election to the Board
          or (ii) September 30, 1996) a grant of options to
          purchase 5,000 shares of Common Stock, and (B) each
          Outside Director who was elected as a director of the
          Company on June 26, 1996 shall automatically receive, on
          September 30, 1996 (which shall be the date of grant

          thereof), a grant of options to purchase 2,000 shares of
          Common Stock, in each case in accordance with the
          following provisions:

          (a)  The Committee and Board shall have no discretion
          with respect to Outside Director Stock Options.  Each
          grant will be made with an Option Price equal to 100% of
          the Market Value per Share on the date of grant thereof."



                                                               Exhibit 11.1
                                                               Page 1 of 6 



<TABLE>
                        CONTINENTAL AIRLINES, INC.
       STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (1)(2)
             (In thousands of dollars, except per share data)


<CAPTION>
                                 Three Months Ended    Nine Months Ended
                                 September 30, 1996    September 30, 1996
<S>                              <C>                   <C>
Primary:
Weighted average shares
 outstanding. . . . . . . . . .      53,423,575            53,190,790
Dilutive effect of outstanding
 stock options, warrants and
 restricted stock grants 
 (as determined by the 
 application of the 
 treasury stock method) . . . .      11,109,142            11,550,495

Weighted average number of
 common shares outstanding,
 as adjusted. . . . . . . . . .      64,532,717            64,741,285

Income before extraordinary
 loss applicable to
 common shares. . . . . . . . .     $    22,704           $   275,530
Add interest expense 
 associated with the assumed
 reduction of borrowings,
 net of federal income
 tax effect . . . . . . . . . .               -                     -

Income before extraordinary
 loss, as adjusted. . . . . . .      $   22,704            $  275,530

Per share amount. . . . . . . .      $     0.35            $     4.26


(1)  On June 26, 1996, the Board of Directors of the Company declared a two-
     for-one stock split (the "Stock Split") pursuant to which (a) one share
     of the Company's Class A common stock, par value $.01 per share, was
     issued for each share of Class A common stock outstanding on July 2,
     1996 (the "Record Date") and (b) one share of the Company's Class B
     common stock, par value $.01 per share, was issued for each
 share of
     Class B common stock outstanding on the Record Date.  Shares issuable
     pursuant to the Stock Split were distributed on or about July 16, 1996. 
     All share and earnings per share information for prior periods has been
     adjusted for the Stock Split.

(2)  Excludes extraordinary net loss on early extinguishment of debt of $6.3
     million.
</TABLE>


<TABLE>
                                                               Exhibit 11.1
                                                               Page 2 of 6 


                        CONTINENTAL AIRLINES, INC.
         STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (1)
             (In thousands of dollars, except per share data)


<CAPTION>
                                Three Months             Nine Months
                             Ended September 30,     Ended September 30,    
                              1996        1995        1996        1995    
<S>                         <C>         <C>         <C>         <C>
Primary:
Weighted average shares
 outstanding. . . . . . .   53,423,575  52,101,304  53,190,790  51,555,420
Dilutive effect of
 outstanding stock
 options, warrants and
 restricted stock grants
 (as determined by the
 application of the
 treasury stock method) .   11,109,142  18,631,626  11,550,495  12,958,756

Weighted average number
 of common shares out-
 standing, as adjusted. .   64,532,717  70,732,930  64,741,285  64,514,176

Income applicable
 to common shares . . . .   $   16,424  $  105,876  $  269,250  $  174,642 
Add interest expense
 associated with the
 assumed reduction of
 borrowings, net of
 federal income tax
 effect . . . . . . . . .            -       3,273           -      14,673 

Income, as adjusted . . .   $   16,424  $  109,149  $  269,250  $  189,315 

Per share amount. . . . .   $     0.25  $     1.54  $     4.16  $     2.93 


(1)  On June 26, 1996, the Board of Directors of the Company declared a two-
     for-one stock split (the "Stock Split") pursuant to which (a) one share
     of the Company's Class A common stock, par value $.01 per share, was
     issued for each share of Class A common stock outstanding on July 2,
     1996 (the "Record Date") and (b) one share of the Company's Class B
     common stock, par value $.01 per share, was issued for each share of
     Class B common stock outstanding on the Record Date.  Shares issuable
     pursuant to the Stock Split were distributed on or about July 16, 1996. 
     All share and earnings per share information for prior periods has been
     adjusted for the Stock Split.
</TABLE>


<TABLE>
                                                               Exhibit 11.1
                                                               Page 3 of 6 

                        CONTINENTAL AIRLINES, INC.
       STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (1)(2)
             (In thousands of dollars, except per share data)

<CAPTION>
                                 Three Months Ended    Nine Months Ended
                                 September 30, 1996    September 30, 1996
<S>                              <C>                   <C>
Fully diluted:
Weighted average shares
 outstanding. . . . . . . . . .      53,423,575            53,190,790
Dilutive effect of
 outstanding stock
 options, warrants and
 restricted stock grants
 (as determined by the
 application of the
 treasury stock method) . . . .      11,109,142            12,066,413
Dilutive effect of
 Series A debentures. . . . . .               -               858,443
Dilutive effect of 
 8-1/2% convertible
 trust originated
 preferred securities . . . . .      10,332,920            10,332,920
Dilutive effect of 
 6-3/4% convertible
 subordinated notes . . . . . .       7,617,155             5,245,514

Weighted average number
 of common shares out-
 standing, as adjusted. . . . .      82,482,792            81,694,080




















                                                                           
                                                   (continued on next page)
</TABLE>


<TABLE>
                                                               Exhibit 11.1
                                                               Page 4 of 6 

                        CONTINENTAL AIRLINES, INC.
       STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (1)(2)
             (In thousands of dollars, except per share data)

<CAPTION>
                                 Three Months Ended    Nine Months Ended
                                 September 30, 1996    September 30, 1996
<S>                              <C>                   <C>
Income before extraordinary
 loss applicable to
 common shares. . . . . . . . .     $   22,704            $  275,530 
Add interest expense
 associated with the
 assumed reduction of
 borrowings, net of
 federal income tax
 effect . . . . . . . . . . . .              -                     - 
Add interest expense
 associated with the 
 assumed conversion of
 convertible debentures . . . .              -                   440 
Add interest expense
 associated with the
 assumed conversion of
 8-1/2% convertible
 trust originated 
 preferred securities,
 net of federal income
 tax effect . . . . . . . . . .          3,203                11,651 
Add interest expense
 associated with the
 assumed conversion of
 6-3/4% convertible
 subordinated notes,
 net of federal
 income tax effect. . . . . . .          2,342                 4,912 

Income before extraordinary
 loss, as adjusted. . . . . . .     $   28,249            $  292,533 

Per share amount. . . . .           $     0.34            $     3.58



(1)  On June 26, 1996, the Board of Directors of the Company declared a two-
     for-one stock split (the "Stock Split") pursuant to which (a) one share
     of the Company's Class A common stock, par value $.01 per share, was
     issued for each share of Class A common stock outstanding on July 2,
     1996 (the "Record Date") and (b) one share of the Company's Class B
     common stock, par value $.01 per share, was issued for each share of
     Class B common stock outstanding on the Record Date.  Shares issuable
     pursuant to the Stock Split were distributed on or about July 16, 1996. 
     All share and earnings per share information for prior periods has been
     adjusted for the Stock Split.

(2)  Excludes extraordinary net loss on early extinguishment of debt of $6.3
     million.
</TABLE>


<TABLE>
                                                               Exhibit 11.1
                                                               Page 5 of 6 

                        CONTINENTAL AIRLINES, INC.
         STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (1)
             (In thousands of dollars, except per share data)

<CAPTION>
                                 Three Months            Nine Months
                             Ended September 30,     Ended September 30,
                              1996        1995        1996        1995    
<S>                         <C>         <C>         <C>         <C>
Fully diluted:
Weighted average shares
 outstanding. . . . . . .   53,423,575  52,101,304  53,190,790  51,555,420
Dilutive effect of
 outstanding stock
 options, warrants and
 restricted stock grants
 (as determined by the
 application of the
 treasury stock method) .   11,109,142  18,631,626  12,066,413  12,917,706
Dilutive effect of
 Series A debentures. . .            -  11,206,692     858,443   3,776,614
Dilutive effect of 
 8-1/2% convertible
 trust originated
 preferred securities . .            -           -  10,332,920           -
Dilutive effect of 
 6-3/4% convertible
 subordinated notes . . .            -           -   5,245,514           -

Weighted average number
 of common shares out-
 standing, as adjusted. .   64,532,717  81,939,622  81,694,080  68,249,740




















                                                   (continued on next page)
</TABLE>


<TABLE>
                                                               Exhibit 11.1
                                                                Page 6 of 6

                        CONTINENTAL AIRLINES, INC.
         STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (1)
             (In thousands of dollars, except per share data)

<CAPTION>
                                 Three Months            Nine Months
                             Ended September 30,     Ended September 30,
                              1996        1995        1996        1995    
<S>                        <C>         <C>         <C>         <C>
Income applicable
 to common shares . . . .  $   16,424  $  105,876  $  269,250  $  174,642 
Add interest expense
 associated with the
 assumed reduction of
 borrowings, net of
 federal income tax
 effect . . . . . . . . .           -       2,067           -       6,093 
Add interest expense
 associated with the 
 assumed conversion of
 convertible debentures .           -       1,849         440       1,849 
Add interest expense
 associated with the
 assumed conversion of
 8-1/2% convertible
 trust originated 
 preferred securities,
 net of federal income
 tax effect . . . . . . .           -           -      11,651           - 
Add interest expense
 associated with the
 assumed conversion of
 6-3/4% convertible
 subordinated notes,
 net of federal
 income tax effect. . . .           -           -       4,912           - 

Income, as adjusted . . .  $   16,424  $  109,792  $  286,253  $  182,584 

Per share amount. . . . .  $     0.25  $     1.34  $     3.50  $     2.68 



(1)  On June 26, 1996, the Board of Directors of the Company declared a two-
     for-one stock split (the "Stock Split") pursuant to which (a) one share
     of the Company's Class A common stock, par value $.01 per share, was
     issued for each share of Class A common stock outstanding on July 2,
     1996 (the "Record Date") and (b) one share of the Company's Class B
     common stock, par value $.01 per share, was issued for each share of
     Class B common stock outstanding on the Record Date.  Shares issuable
     pursuant to the Stock Split were distributed on or about July 16, 1996. 
     All share and earnings per share information for prior periods has been
     adjusted for the Stock Split.
</TABLE>




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                             865
<SECURITIES>                                         0
<RECEIVABLES>                                      443
<ALLOWANCES>                                         0
<INVENTORY>                                        114
<CURRENT-ASSETS>                                 1,503
<PP&E>                                           1,510
<DEPRECIATION>                                     503
<TOTAL-ASSETS>                                   4,983
<CURRENT-LIABILITIES>                            2,129
<BONDS>                                              0
<PREFERRED-MANDATORY>                               45
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                         517
<TOTAL-LIABILITY-AND-EQUITY>                     4,983
<SALES>                                          4,799
<TOTAL-REVENUES>                                 4,799
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 4,373
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 129
<INCOME-PRETAX>                                    348
<INCOME-TAX>                                        57
<INCOME-CONTINUING>                                291
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       272
<EPS-PRIMARY>                                     4.16
<EPS-DILUTED>                                     3.50
        

</TABLE>





                                                     EXHIBIT 99.1


Risk Factors Relating to the Company

Continental's History of Operating Losses

Although Continental recorded net income of $224 million in 1995
and $272 million in the nine months ended September 30, 1996, it
had experienced significant operating losses in the previous eight
years.  In the long term, Continental's viability depends on its
ability to sustain profitable results of operations.

Leverage and Liquidity

Continental has successfully negotiated a variety of agreements to
increase its liquidity during 1995 and 1996.  Nevertheless,
Continental remains more leveraged and has significantly less
liquidity than certain of its competitors, several of whom have
available lines of credit and/or significant unencumbered assets. 
Accordingly, Continental may be less able than certain of its
competitors to withstand a prolonged recession in the airline
industry.

As of September 30, 1996, Continental and its consolidated
subsidiaries had approximately $1.7 billion (including current
maturities) of long-term indebtedness and capital lease obligations
and had approximately $870 million of minority interest,
Continental-obligated mandatorily redeemable preferred securities

of subsidiary trust, redeemable warrants, redeemable preferred
stock and common stockholders' equity.  Common stockholders' equity
reflects the adjustment of the Company's balance sheet and the
recording of assets and liabilities at fair market value as of
April 27, 1993 in accordance with fresh start reporting.

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

As of September 30, 1996, Continental had approximately $865
million of cash and cash equivalents, including restricted cash and
cash equivalents of $70 million.  Continental does not have general
lines of credit and has significant encumbered assets.

Continental had firm commitments with The Boeing Company ("Boeing")
to take delivery of 43 new jet aircraft during the years 1997
through 2002.  During the third quarter of 1996, Continental
amended the terms of its commitments with Boeing to take delivery
of a total of 61 jet aircraft during the years 1997 through 2003
with options for an additional 23 aircraft.  These amendments
changed the aircraft mix and timing of delivery of aircraft, in
order to more closely match Continental's anticipated future
aircraft needs.  In addition, in October 1996, Continental placed
an order for 60 firm 737-500 and 737-600 aircraft that will replace
older, less efficient  Stage 2 aircraft between August 1997 and
December 1999.  The estimated aggregate cost of the Company's firm
commitment Boeing aircraft is in excess of $4 billion.  The Company
has commitments of approximately $1.4 billion of backstop financing
for its Boeing aircraft orders.  Continental currently plans to
finance the indebtedness on its new aircraft using enhanced
equipment trust certificates or similar financing, subject to
availability and market conditions.  However, further financing
will be needed to satisfy the Company's capital commitments for new
Boeing aircraft.  There can be no assurance that sufficient
financing will be available for all aircraft and other capital
expenditures not covered by firm financing commitments.  The
Company has also entered into agreements with several outside
parties to lease four DC-10-30 aircraft and to purchase three DC-
10-30 aircraft and two MD-82 aircraft.  These nine aircraft are
expected to be delivered during the period from October 1996
through mid-year 1997, and the Company expects to finance the
aircraft to be purchased from available cash or from third party
sources.

In addition, in March 1996, Continental's wholly owned subsidiary,
Continental Express, Inc. ("Express"), entered into an agreement to
acquire eight new ATR aircraft.  As of September 1996, five of
these aircraft had been delivered.  The aircraft are being
accounted for as operating leases.  In conjunction with the
acquisition, the Company is returning eight older ATR aircraft
accounted for as capital leases.  As of September 1996, four of
these aircraft had been returned.  Also, in September 1996, Express
announced an order for 25 firm EMB-145 50-seat regional jets with
options for an additional 175 aircraft.  Express plans to account
for these aircraft as operating leases.  Neither Express nor
Continental will have any obligation to take aircraft which are not
financed by a third party and leased to Express.  Continental will
guarantee Express' obligations under the operating leases.  Express
will take delivery of the 25 firm aircraft during the period from
December 1996 through the third quarter of 1998.

For 1996, Continental expects to incur cash expenditures under
operating leases relating to aircraft of approximately $568
million, compared with $521 million for 1995, and approximately
$229 million relating to facilities and other rentals, the same
amount as for 1995.  In addition, Continental has capital
requirements relating to compliance with regulations that are
discussed below.  See "Regulatory Matters."

In July 1996, Continental's 91%-owned subsidiary, Continental
Micronesia, Inc. ("CMI"), consummated a $320 million secured term
loan financing with a group of banks and other financial
institutions.  The loan was made in two tranches -- a $180 million
five-year amortizing term loan with a floating interest rate of
LIBOR plus 175 basis points and a $140 million seven-year
amortization extended loan with a floating interest rate of LIBOR
plus 200 basis points.  The loan is secured by the stock of CMI and
substantially all its unencumbered assets, consisting primarily of
CMI's route authorities, and is guaranteed by Continental and Air
Micronesia, Inc. ("AMI") (CMI's parent company).

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

The bank financing contains significant financial covenants
relating to CMI, including maintenance of a minimum fixed charge
coverage ratio, a minimum consolidated net worth and minimum
liquidity, and covenants restricting CMI's leverage, its incurrence
of certain indebtedness and its pledge of assets.  The financial
covenants also limit the ability of CMI to pay dividends to
Continental.

In July 1996, the Company announced its plan to expand its gates
and related facilities in Terminal B, as well as planned
improvements at Terminal C, at Continental's Houston
Intercontinental Airport hub.  The expansion is expected to cost
approximately $115 million, which the Company expects will be
funded principally by the issuance of tax-exempt debt by the
applicable municipal authority.  In connection therewith, the
Company expects to enter into long-term leases (or amendments to
existing leases) with the applicable municipal authority containing
rental payments sufficient to service the related tax-exempt debt.

Aircraft Fuel

Since fuel costs constitute a significant portion of Continental's
operating costs (approximately 12.5% for the year ended December
31, 1995 and 12.8% for the nine months ended September 30, 1996),
significant changes in fuel costs would materially affect the
Company's operating results.  Jet fuel prices have recently
increased.  Fuel prices continue to be susceptible to international
events, and the Company cannot predict near or longer-term fuel
prices.  The Company has entered into petroleum option contracts to
provide some short-term protection (currently approximately six
months) against a sharp increase in jet fuel prices.  In the event
of a fuel supply shortage resulting from a disruption of oil
imports or otherwise, higher fuel prices or curtailment of
scheduled service could result.

Certain Tax Matters

The Company's United States federal income tax return reflects net
operating loss carryforwards ("NOLs") of $2.6 billion, subject to
audit by the Internal Revenue Service, of which $1.3 billion are
not subject to the limitations of Section 382 of the Internal
Revenue Code ("Section 382").  As a result, the Company will not
pay United States federal income taxes (other than alternative
minimum tax) until it has recorded approximately an additional $1.3
billion of taxable income following December 31, 1995.  For
financial reporting purposes, Continental began accruing tax
expense on its income statement during the second quarter of 1996. 
Section 382 imposes limitations on a corporation's ability to
utilize NOLs if it experiences an "ownership change."  In general
terms, an ownership change may result from transactions increasing
the ownership of certain stockholders in the stock of a corporation
by more than 50 percentage points over a three-year period.  The
sale of the Company's common stock in its secondary offering gave
rise to an increase in percentage ownership by certain stockholders
for this purpose.  Based upon the advice of its counsel, Cleary,
Gottlieb, Steen & Hamilton, the Company believes that such
percentage increase did not give rise to an ownership change under
Section 382.  However, no assurance can be given that future
transactions, whether within or outside the control of the Company,
will not cause a change in ownership, thereby substantially
limiting the potential utilization of the NOLs in a given future
year.  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 (including both common and preferred stock) at
the time of the ownership change by the applicable long-term tax
exempt rate (which was 5.63% for September 1996).  Unused annual
limitations may be carried over to later years, and the amount of
the limitation may under certain circumstances be increased by the
built-in gains in assets held by the Company at the time of the
change that are recognized in the five-year period after the
change.  Under current conditions, if an ownership change were to
occur, Continental's NOL utilization would be limited to
approximately $100 million per year.

In connection with the Company's 1993 reorganization under Chapter
11 of the U.S. bankruptcy code effective April 27, 1993 (the
"Reorganization") and the recording of assets and liabilities at
fair market value under the American Institute of Certified Public
Accountants' Statement of Position 90-7 - "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7"),
the Company recorded a deferred tax liability at April 27, 1993,
net of the amount of the Company's estimated realizable NOLs as
required by Statement of Financial Accounting Standards No. 109 -
"Accounting for Income Taxes."  Realization of a substantial
portion of the Company's NOLs will require the completion during
the five-year period following the Reorganization of transactions
resulting in recognition of built-in gains for federal income tax
purposes.  The Company has consummated one such transaction, which
had the effect of realizing approximately 40% of the built-in gains
required to be realized over the five-year period, and currently
intends to consummate one or more additional transactions.  If the
Company were to determine in the future that not all such
transactions will be completed, an adjustment to the net deferred
tax liability of up to $116 million would be charged to income in
the period such determination was made.

CMI

CMI's operating profit margins have consistently been greater than
the Company's margins overall.  In addition to its non-stop service
between Honolulu and Tokyo, CMI's operations focus on the
neighboring islands of Guam and Saipan, resort destinations that
cater primarily to Japanese travelers.  Because the majority of
CMI's traffic originates in Japan, its results of operations are
substantially affected by the Japanese economy and changes in the
value of the yen as compared to the dollar.  Appreciation of the
yen against the dollar during 1993 and 1994 increased CMI's
profitability and a decline of the yen against the dollar may be
expected to decrease it.  The yen has declined against the dollar
during 1996 as compared to 1995.  To reduce the potential negative
impact on CMI's dollar earnings, CMI, from time to time, purchases
average rate options as a hedge against a portion of its expected
net yen cash flow position.  Any significant and sustained decrease
in traffic or yields to and from Japan could materially adversely
affect Continental's consolidated profitability.

Principal Stockholders

As of September 30, 1996, Air Canada held approximately 10.0% of
the common equity interests and 4.0% of the general voting power of
the Company, and Air Partners, L.P. ("Air Partners") held
approximately 9.8% of the common equity interests and 39.3% of the
general voting power of the Company.  In addition, assuming
exercise of all of the warrants held by Air Partners, approximately
23.2% of the common equity interests and 52.0% of the general
voting power would be held by Air Partners.  Air Canada has
announced its intention to divest its interest in the Company
during December 1996 or early 1997, subject to market conditions. 
At any time after January 1, 1997, shares of Class A common stock
may be freely converted into an equal number of shares of Class B
common stock.  Such conversion would effectively increase the
relative voting power of those Class A stockholders who do not
convert.

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

Risk Factors Relating to the Airline Industry

Industry Conditions and Competition

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

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

Regulatory Matters

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

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

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




<TABLE>
                                                                         EXHIBIT 99.2     

                              Replacement Decision Expected 
                             to have Positive Future Results*



<CAPTION>
                              ---------------------Estimated--------------------
($Millions)                   1996     1997     1998     1999     2000      2001
<S>                           <C>      <C>      <C>      <C>      <C>       <C>
Aircraft Ownership              -       6       (56)     (116)    (121)     (125)

Maintenance/Inventory           -      30        78       135      153       157 

Fuel                            -       1        20        49       67        69 

Pilots/Training                 -      (9)      (11)       (2)      16        15 

Other                        (128)      -         -         -        -         - 

  Total Pre-Tax              (128)     28        31        66      115       116 


*See information concerning forward looking statements under Item 2.  "Management's
 Discussion and Analysis of Financial Condition and Results of Operations" and see
 Assumptions in Appendix A, below.
</TABLE>

                    Appendix A - Assumptions

Aircraft Ownership
All new aircraft leased assuming a lease factor of .80% per month.

All old aircraft are assumed to continue as leased or owned with
leases on leased aircraft being renewed at market rates and the
cost of hushkits and upgraded interiors being 100% financed by
Continental at 9.5% and depreciated over 10 to 15 years depending
on fleet type.

Aircraft ownership compares the ownership costs of new aircraft
versus old aircraft had they been refurbished with hushkits and
upgraded interiors.  In addition, new aircraft provide a
utilization benefit because there is less time allocated for
planned and unplanned maintenance.  Initial pilot training is
capitalized
 for the new 737-600/800 fleet types.  As a result of
the write-down of owned aircraft, depreciation related to the owned
aircraft was reduced.

Maintenance/Inventory
Maintenance expense savings are determined based on the difference
between the planned hangar schedule for new versus old aircraft
(comparison by fleet type by maintenance event at budgeted cost per
event).  Maintenance overhead expense is reduced by $15 million per
year based on eliminating fleet-specific expenses for the three
retired fleet types.

As a result of the inventory write-down to net realizable value,
future depreciation of related inventory will be reduced.

Fuel Expense - Fuel expense savings are calculated based on the
planned block hour fuel burn rates for new versus old aircraft,
using a base price per gallon of $.575 (1996 dollars).

Pilot/Training
Pilot expense savings will result as 3-pilot 727s are replaced with
2-pilot 737-800s.

737-500 initial pilot training and all "cascade" training that will
result as new replacement aircraft enter service are expensed when
incurred.  Expense is calculated by forecasting the number of
training cycles required at an average cost per training cycle
versus training cycles required had stage II aircraft remained.

Annual pilot training expense will be reduced on average by $2
million as the number of fleet types decreases (less cascade
training required with fewer fleet types).

Other - Other costs in 1996 consist of a non-recurring charge due
to the write-down of inventory and other expenses related to the
stage II aircraft being retired.

General - Inflation is assumed to be three percent per year during
this time period.