Registration No. 333-_____
     Filed with the Securities and Exchange Commission on November 30, 1999
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                           CONTINENTAL AIRLINES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                   74-2099724
(STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
  INCORPORATION OR ORGANIZATION)
                         1600 SMITH STREET, DEPT. HQSEO
                              HOUSTON, TEXAS 77002
                                 (713) 324-5000
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           ---------------------------

        JEFFERY A. SMISEK, ESQ.               COPIES OF CORRESPONDENCE TO:
   EXECUTIVE VICE PRESIDENT, GENERAL
         COUNSEL AND SECRETARY                     JOHN K. HOYNS, ESQ.
       CONTINENTAL AIRLINES, INC.               HUGHES HUBBARD & REED LLP
     1600 SMITH STREET, DEPT. HQSEO              ONE BATTERY PARK PLAZA
          HOUSTON, TEXAS 77002                NEW YORK, NEW YORK 10004-1482
             (713) 324-2950
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
 TELEPHONE NUMBER, INCLUDING AREA CODE,
         OF AGENT FOR SERVICE)

                           ---------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
     From time to time after this registration statement becomes effective.

                           ---------------------------

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.  |_|

   If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box.  |X|

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  |_|

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.   |_|

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.   |_|

   Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended, the form of
prospectus included in this registration statement also relates to an
aggregate remaining amount of $427,878,000 of pass through certificates
covered by such form of prospectus previously registered under the
registrant's registration statement on Form S-3 (File No. 333-61601).


<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE

=================================================================================================
                                             PROPOSED          PROPOSED
TITLE OF EACH CLASS         AMOUNT           MAXIMUM           MAXIMUM              AMOUNT OF
OF SECURITIES               TO BE            OFFERING PRICE    AGGREGATE            REGISTRATION
TO BE REGISTERED            REGISTERED       PER UNIT          OFFERING PRICE(1)    FEE (2)
-------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>            <C>                  <C>        
Pass through certificates   $1,500,000,000      (3)            $1,500,000,000       $298,050(4)
=================================================================================================
</TABLE>


(1)  Estimated solely for purposes of determining the registration fee
     pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)  Pursuant to Rule 457(o), the registration fee has been calculated on the
     basis of the maximum aggregate offering price of the securities listed.
(3)  Omitted pursuant to Rule 457(o).
(4)  A filing fee of $126,224 was previously paid in connection with the pass
     through certificates included herein remaining from the registrant's
     registration statement on Form S-3 (File No. 333-61601).

   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
WILL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT WILL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.


<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE 
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.  THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                 Subject to Completion, dated November 30, 1999

PROSPECTUS

                                 $1,500,000,000

                           CONTINENTAL AIRLINES, INC.

                            PASS THROUGH CERTIFICATES

                           --------------------------


      This prospectus relates to pass through certificates to be issued by
one or more trusts that we will form, as creator of each pass through trust,
with a national or state bank or trust company, as trustee.  The trustee will
hold all property owned by a trust for the benefit of holders of pass through
certificates issued by that trust.  Each pass through certificate issued by a
trust will represent a beneficial interest in all property held by that trust.

      We will describe the specific terms of any offering of pass through
certificates in a prospectus supplement to this prospectus.  You should read
this prospectus and the applicable prospectus supplement carefully before you
invest.

      This prospectus may not be used to consummate sales of pass through
certificates unless accompanied by a prospectus supplement.

                          --------------------------

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

                          --------------------------





















               The date of this prospectus is November __, 1999.


<PAGE>

                              TABLE OF CONTENTS

                                  PAGE                                      PAGE
                                  ----                                      ----
                                           Defeasance of the Indentures
Where You Can Find More                    and the Equipment Notes in
 Information ...................... 1      Certain Circumstances ............25
                                           Assumption of Obligations by
Forward-Looking Statements ........ 1      Continental ......................25
                                           Liquidity Facility ...............25
Incorporation of Certain                   Intercreditor Issues .............26
 Documents by Reference ........... 2
                                         U.S. Income Tax Matters ............27
Summary ........................... 3      General ..........................27
  The Offering .................... 3      Tax Status of the Pass Through
  Certificates .................... 3      Trusts ...........................27
  Pass Through Trusts ............. 4      Taxation of Certificateholders  
  Equipment Notes ................. 4      Generally ........................27
                                           Effect of Subordination of 
The Company ....................... 6      Certificateholders of     
                                           Subordinated .....................31
Use of Proceeds ................... 6      Trusts ...........................28
                                           Original Issue Discount ..........28
Ratio of Earnings to Fixed                 Sale or Other Disposition of   
 Charges .......................... 7      the Certificates .................28
                                           Foreign Certificateholders .......29
Description of the Certificates ... 7      Backup Withholding ...............29
  General ......................... 7
  Book-Entry Registration .........11    ERISA Considerations ...............29
  Payments and Distributions ......13
  Pool Factors ....................14    Plan of Distribution ...............29
  Reports to Certificateholders ...15
  Voting of Equipment Notes .......15    Legal Opinions .....................31
  Events of Default and Certain
  Rights Upon an Event of Default .16    Experts ............................31
  Merger, Consolidation and
  Transfer of Assets ..............18
  Modifications of the Basic
  Agreement .......................18
  Modification of Indenture and
  Related Agreements ..............19
  Cross-Subordination Issues ......20
  Termination of the Pass
  Through Trusts ..................20
  Delayed Purchase of Equipment
  Notes ...........................20
  Liquidity Facility ..............20
  The Pass Through Trustee ........20

Description of the Equipment
Notes .............................21
  General .........................21
  Principal and Interest Payments .22
  Redemption ......................22
  Security ........................22
  Ranking of Equipment Notes ......24
  Payments and Limitation of
  Liability .......................24


<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and
other information with the SEC under the Securities Exchange Act of 1934.
You may read and copy this information at the following locations of the SEC:


Judiciary Plaza            Seven World Trade Center    Citicorp Center
450 Fifth Street, N.W.     13th Floor                  500 West Madison Street,
Washington, D.C.  20549    New York, New York  10048   Suite 1400
                                                       Chicago, Illinois  60661

      You may also obtain copies of this information by mail from the Public
Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.  You may obtain information on the operation of the Public
Reference Room by calling the SEC at (800) SEC-0330.

      The SEC also maintains an internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who
file electronically with the SEC.  The address of that site is
HTTP://WWW.SEC.GOV.

      You may also inspect reports, proxy statements and other information
about us at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.

      We have filed with the SEC a registration statement on Form S-3, which
registers the securities that we may offer under this prospectus.  The
registration statement, including the attached exhibits and schedules,
contains additional relevant information about us and the securities
offered.  The rules and regulations of the SEC allow us to omit certain
information included in the registration statement from this prospectus.


                           FORWARD-LOOKING STATEMENTS

      This prospectus, any prospectus supplement delivered with this
prospectus and the documents we incorporate by reference may contain
statements that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Forward-looking statements include any statements that
predict, forecast, indicate or imply future results, performance or
achievements, and may contain the words "believe," "anticipate," "expect,"
"estimate," "project," "will be," "will continue," "will result," or words or
phrases of similar meaning.

      Any such forward-looking statements are not assurances of future
performance and involve risks and uncertainties.  Actual results may vary
materially from anticipated results for a number of reasons, including those
stated in our SEC reports incorporated in this prospectus by reference or as
stated in a prospectus supplement to this prospectus under the caption "Risk
Factors".

      All forward-looking statements attributable to us are expressly
qualified in their entirety by this cautionary statement.


<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows us to incorporate by reference information into this
prospectus.  This means that we can disclose important information to you by
referring you to another document filed separately with the SEC.  The
information incorporated by reference is considered to be part of this
prospectus, except for any information that is superseded by subsequent
incorporated documents or by information that is included directly in this
prospectus or any prospectus supplement.

      This prospectus includes by reference the documents listed below that
we previously have filed with the SEC and that are not delivered with this
document.  They contain important information about our company and its
financial condition.


<TABLE>
<CAPTION>

FILING                                                                            DATE FILED
------                                                                            ----------
<S>                                                                               <C>
Annual Report on Form 10-K for the year ended December 31, 1998                   February 25, 1999
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999                April 23, 1999
Amendment to Quarterly Report on Form 10-Q for the quarter ended March 31,
1999                                                                              April 30, 1999
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999                 July 23, 1999
Amendment to Quarterly Report on Form 10-Q for the quarter ended June 30, 1999    July 26, 1999
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999            October 25, 1999
Current Report on Form 8-K                                                        February 18, 1999
Current Report on Form 8-K                                                        May 18, 1999
Current Report on Form 8-K                                                        June 25, 1999

</TABLE>


      Our SEC file number is 0-9781.

      We incorporate by reference additional documents that we may file with
the SEC between the date of this prospectus and the termination of the
offering of securities under this prospectus.  These documents include our
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, as well as our proxy statements.

      You may obtain any of these incorporated documents from us without
charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference in such document.  You may obtain
documents incorporated by reference in this prospectus by requesting them
from us in writing or by telephone at the following address:

                           Continental Airlines, Inc.
                         1600 Smith Street, Dept. HQSEO
                              Houston, Texas 77002
                              Attention: Secretary
                                 (713) 324-2950.


<PAGE>

                                     SUMMARY

THE OFFERING

      This prospectus describes the pass through certificates that we may
offer from time to time after the date of this prospectus.  The proceeds of
these offerings will be used to provide funds for the financing or
refinancing of our aircraft.  For convenience, throughout this prospectus,
the words we, us, ours or similar words refer to Continental Airlines, Inc.

      This prospectus describes the general terms of the pass through
certificates.  The actual terms of any offering of pass through certificates
will be described in a supplement to this prospectus.  To the extent that any
provision in any prospectus supplement is inconsistent with any provision in
this prospectus, the provision of the prospectus supplement will control.

CERTIFICATES

      Pass through certificates are securities that evidence an ownership
interest in a pass through trust.  The holders of the certificates issued by
a pass through trust will be the beneficiaries of that trust.  For
convenience, we may refer to pass through certificates as "certificates" and
refer to the holder of a pass through certificate as a "certificateholder."

      The beneficial interest in a pass through trust represented by a
certificate will be a percentage interest in the property of that trust equal
to the original face amount of such certificate divided by the original face
amount of all of the certificates issued by that trust.  Each certificate
will represent a beneficial interest only in the property of the pass through
trust that issued the certificate.  Multiple series of certificates may be
issued.  If more than one series of certificates is issued, each series of
certificates will be issued by a separate pass through trust.

      The property that will be held by each pass through trust will include
equipment notes secured by aircraft that we own or lease.  Payments of
principal and interest on the equipment notes owned by a pass through trust
will be passed through to holders of certificates issued by that trust in
accordance with the terms of the pass through trust agreement pursuant to
which the trust was formed.

      If certificates of any series are entitled to the benefits of a
liquidity facility or other form of credit enhancement, the prospectus
supplement relating to that series will describe the terms of the liquidity
facility or other form of credit enhancement.  A liquidity facility is a
revolving credit agreement, letter of credit, bank guarantee, insurance
policy or other instrument or agreement under which another person agrees to
make certain payments in respect of the certificates if there is a shortfall
in amounts otherwise available for distribution.  While a liquidity facility
is designed to increase the likelihood of the timely payment of certain
amounts due under certificates, it is not a guarantee of timely or ultimate
payment.

      The rights of a pass through trustee to receive monies payable under
equipment notes held for that pass through trustee may be subject to the
effect of subordination provisions contained in an intercreditor agreement
described in the prospectus supplement for a series of certificates.  An
intercreditor agreement will set forth the terms and conditions upon which
payments made under the equipment notes and payments made under any liquidity
facility will be received, shared and distributed among the several pass
through trustees and the liquidity provider.

      We may offer and sell up to $1,500,000,000 of aggregate initial
offering price of certificates pursuant to this prospectus and related
prospectus supplements in one or more offerings of certificates.  The initial
offering price may be denominated in U.S. dollars or foreign currencies based
on the applicable exchange rate at the time of sale.


<PAGE>

PASS THROUGH TRUSTS

      We will form a separate pass through trust to issue each series of
certificates.  Each pass through trust will be formed by us, as creator of
each pass through trust, and a national or state bank or trust company, as
trustee.  Unless otherwise stated in a prospectus supplement, Wilmington
Trust Company will be the trustee of each pass through trust.  For
convenience, we may refer to the pass through trustee as the trustee.

      Each pass through trust will be governed by a trust instrument that
creates the trust and sets forth the powers of the trustee and the rights of
the beneficiaries.  The trust instrument for each pass through trust will
consist of a basic pass through trust agreement between us and the pass
through trustee, which we refer to as the "Basic Agreement", and a supplement
to that basic agreement, which we refer to as a "pass through trust
supplement."

      When a pass through trust supplement is signed and delivered, the pass
through trustee, on behalf of the related pass through trust, will enter into
one or more purchase or refunding agreements, referred to as "note purchase
agreements," under which it will agree to purchase one or more promissory
notes secured by aircraft described in the applicable prospectus supplement.
These secured promissory notes are referred to as "equipment notes."

      Under the applicable note purchase agreement, the pass through trustee,
on behalf of the related pass through trust, will purchase one or more
equipment notes.  The equipment notes that are the property of a pass through
trust will have:

      o   identical interest rates, in each case equal to the rate applicable to
          the certificates issued by such pass through trust; and

      o   identical priority of payment relative to each of the other equipment
          notes held for such pass through trust.

      If any portion of the proceeds of an offering of a series of
certificates is not used to purchase equipment notes on the date the
certificates are originally issued, those proceeds will be held for the
benefit of the certificateholders.  If any of the proceeds are not later used
to purchase equipment notes by the date specified in the applicable
prospectus supplement, the proceeds will be returned to the
certificateholders.

EQUIPMENT NOTES

      The equipment notes owned by a pass through trust may consist of any
combination of:

      o   Equipment notes issued by an owner trustee and secured by an aircraft
          owned by that trustee and leased to us.  We refer to these equipment
          notes as "leased aircraft notes."

      o   Equipment notes issued by us and secured by an aircraft owned by us.
          We refer to these equipment notes as "owned aircraft notes."

      LEASED AIRCRAFT NOTES.  Except as specified in a prospectus supplement,
leased aircraft notes will be issued by a bank, trust company, financial
institution or other entity solely in its capacity as owner trustee in a
leveraged lease transaction.  In a leveraged lease transaction, one or more
persons will form an owner trust to acquire an aircraft and then that owner
trust will lease the aircraft to us.  The investors that are the
beneficiaries of the owner trusts are typically referred to as owner
participants.  Each owner participant will contribute a portion of the
purchase price of the aircraft to the owner trust, and the remainder of the
purchase price of the aircraft will be financed, or "leveraged", through the
issuance of leased aircraft notes.  Leased aircraft notes may also be issued
to refinance an aircraft previously financed in a leveraged lease transaction
or otherwise.

      The leased aircraft notes will be issued pursuant to a separate
indenture between the owner trustee and a bank, trust company, financial
institution or other entity, as loan trustee.  The indenture entered into in


<PAGE>

connection with the issuance of leased aircraft notes will be referred to as
a "leased aircraft indenture."  The loan trustee under a leased aircraft
indenture will act as a trustee for the holders of the leased aircraft notes
issued under that leased aircraft indenture.

      In a leveraged lease transaction, we will pay or advance rent and other
amounts to the owner trustee in its capacity as lessor under the lease.  The
owner trustee will use the payments and certain other amounts received by it
to make payments of principal and interest on the leased aircraft notes.  The
owner trustee also will assign its rights to receive basic rent and certain
other payments to a loan trustee as security for the owner trustee's
obligations to pay principal of, premium, if any, and interest on the leased
aircraft notes.

      Payments or advances required to be made under a lease and related
agreements will at all times be sufficient to make scheduled payments of
principal of, and interest on, the leased aircraft notes issued to finance
the aircraft subject to that lease.  However, we will not have any direct
obligation to pay principal of, or interest on, the leased aircraft notes.
No owner participant or owner trustee will be personally liable for any
amount payable under a leased aircraft indenture or the leased aircraft notes
issued under that indenture.

      OWNED AIRCRAFT NOTES.  We may finance or refinance aircraft that we own
through the issuance of owned aircraft notes.  Owned aircraft notes relating
to an owned aircraft will be issued under a separate indenture relating to
that owned aircraft.  Each separate indenture relating to owned aircraft
notes will be between us and a bank, trust company, financial institution or
other entity, as loan trustee.  The indenture entered into in connection with
the issuance of owned aircraft notes will be referred to as an "owned
aircraft indenture."  Because we often refer to owned aircraft indentures and
leased aircraft indentures together, we sometimes refer to them collectively
as the "indentures".  The loan trustee under an owned aircraft indenture will
act as a trustee for the holders of the owned aircraft notes issued under
that owned aircraft indenture.

      Unlike the leased aircraft notes, we will have a direct obligation to
pay the principal of, and interest on, the owned aircraft notes.


<PAGE>

                                   THE COMPANY

      We are a major United States air carrier engaged in the business of
transporting passengers, cargo and mail.  We are the fifth largest U.S.
airline, as measured by revenue passenger miles in the first ten months of
1999, and, together with our wholly owned subsidiaries, Continental Express,
Inc. and Continental Micronesia, Inc., serve 214 airports worldwide.  As of
October 31, 1999, we flew to 129 domestic and 85 international destinations
and offered additional connecting service through alliances with domestic and
foreign air carriers.  We directly serve 16 European cities and Tel Aviv and
are one of the leading airlines providing service to Mexico and Central
America, serving more destinations there than any other U.S. airline.
Continental Micronesia provides extensive service in the western Pacific,
including service to more Japanese cities than any other U.S. carrier.

      We operate our route system primarily through domestic hubs at Newark
International Airport, George Bush Intercontinental Airport in Houston,
Hopkins International Airport in Cleveland, and a Pacific hub on the island
of Guam.  We are the primary carrier at each of these hubs, accounting for
58%, 77%, 53% and 85% of average daily jet departures, respectively, as of
October 31, 1999 (in each case excluding regional jets).  Each of our
domestic hubs is located in a large business and population center,
contributing to a high volume of "origin and destination" traffic.  The Guam
hub is strategically located to provide service from Japanese and other Asian
cities to popular resort destinations in the western Pacific.

      We are a Delaware corporation, with executive offices located at 1600
Smith Street, Houston, Texas 77002.  Our telephone number is (713) 324-2950.

                                 USE OF PROCEEDS

      Except as set forth in a prospectus supplement for a specific offering
of certificates, the certificates will be issued in order to provide funds
for:

      o   the financing or refinancing of the debt portion and, in certain 
          cases, the refinancing of some of the equity portion of one or more
          separate leveraged lease transactions entered into by us, as lessee,
          with respect to the leased aircraft as described in the applicable
          prospectus supplement; and

      o   the financing or refinancing of the aggregate principal amount of debt
          to be issued, or the purchase of the aggregate principal amount of
          the debt previously issued, by us in respect of the owned aircraft
          as described in the applicable prospectus supplement.

      Except as set forth in a prospectus supplement for a specific offering
of certificates, the proceeds from the sale of the certificates will be used
by the pass through trustee on behalf of the applicable pass through trust or
pass through trusts to purchase either:

      o   leased aircraft notes issued by one or more owner trustees to finance
          or refinance, as specified in the applicable prospectus supplement,
          the related leased aircraft; or

      o   owned aircraft notes issued by us to finance or refinance, as 
          specified in the applicable prospectus supplement, the related owned
          aircraft.

If any portion of the proceeds of an offering of a series of certificates is
not used to purchase equipment notes on the date the certificates are issued,
those proceeds will be held for the benefit of the certificateholders.  If
any of the proceeds are not later used to purchase equipment notes by the
date specified in the applicable prospectus supplement, the proceeds will be
returned to the certificateholders.  See "Description of Certificates--Delayed
Purchase of Equipment Notes".


<PAGE>

                      RATIO OF EARNINGS TO FIXED CHARGES

      The ratios of our "earnings" to our "fixed charges" for each of the
years 1994 through 1998 and for the nine months ended September 30, 1999 were:


<TABLE>
<CAPTION>

                                                           NINE MONTHS ENDED
                  YEAR ENDED DECEMBER 31,                    SEPTEMBER 30,
             --------------------------------              -----------------
             1994   1995   1996   1997   1998                     1999
             ----   ----   ----   ----   ----              -----------------
               <S>  <C>    <C>    <C>    <C>                      <C>
               *    1.53   1.81   2.07   1.94                     1.74
              
</TABLE>


----------
*     For the year ended December 31, 1994, earnings were not sufficient to
      cover fixed charges.  We needed additional earnings of $667 million to
      achieve a ratio of earnings to fixed charges of 1.0.

      The ratios of earnings to fixed charges are based on continuing
operations.  For purposes of the ratios, "earnings" means the sum of:

          o    our pre-tax income; and

          o    our fixed charges, net of interest capitalized.

      "Fixed charges" represent:

          o    the interest we pay on borrowed funds;

          o    the amount we amortize for debt discount, premium and issuance
               expense and interest previously capitalized; and

          o    that portion of rentals considered to be representative of the
               interest factor.

                         DESCRIPTION OF THE CERTIFICATES

      The following description is a summary of the terms of the certificates
that we expect will be common to all series of certificates.  We will
describe the financial terms and other specific terms of any series of
certificates in a prospectus supplement.  To the extent that any provision in
any prospectus supplement is inconsistent with any provision in this
prospectus, the provision of the prospectus supplement will control.

      Because the following description is a summary, it does not describe
every aspect of the certificates, and it is subject to and qualified in its
entirety by reference to all the provisions of the pass through trust
agreement and the applicable supplements to the pass through trust
agreement.  For convenience, we will refer to the pass through trust
agreement between the pass through trustee and us as the "Basic Agreement,"
and to the Basic Agreement as supplemented by a supplement as a "pass through
trust agreement."  The form of Basic Agreement has been filed as an exhibit
to the registration statement of which this prospectus is a part.  The
supplement to the Basic Agreement relating to each series of certificates and
the forms of the other agreements described in this prospectus and the
applicable prospectus supplement will be filed as exhibits to a
post-effective amendment to the registration statement of which this
prospectus is a part, a Current Report on Form 8-K, a Quarterly Report on
Form 10-Q or an Annual Report on Form 10-K, as applicable, filed by us with
the SEC.

GENERAL

      Except as amended by a supplement to the Basic Agreement, the terms of
the Basic Agreement generally will apply to all of the pass through trusts
that we form to issue certificates.  We will create a separate pass through
trust for each series of certificates by entering into a separate supplement


<PAGE>

to the Basic Agreement.  Each supplement to the Basic Agreement will contain
the additional terms governing the specific pass through trust to which it
relates and, to the extent inconsistent with the Basic Agreement, will
supersede the Basic Agreement.

      Certificates for a pass through trust will be issued pursuant to the
pass through trust agreement applicable to such pass through trust.  Unless
otherwise stated in the applicable prospectus supplement, each pass through
certificate will be issued in a minimum denomination of $1,000 or a multiple
of $1,000, except that one certificate of each series may be issued in a
different denomination.

      Each certificate will represent a fractional undivided interest in the
property of the pass through trust that issued the certificate.  All payments
and distributions made with respect to a certificate will be made only from
the property owned by the pass through trust that issued the certificate.
The certificates do not represent an interest in or obligation of
Continental, the pass through trustee, any of the owner trustees or loan
trustees, in their individual capacities, or any owner participant.  Each
certificateholder by its acceptance of a certificate agrees to look solely to
the income and proceeds from the property of the applicable pass through
trust as provided in the pass through trust agreement.

      The property of each pass through trust for which a series of
certificates will be issued will include:

      o    the equipment notes held for the pass through trust;

      o    all monies at any time paid under the equipment notes held for the
           pass through trust;

      o    the rights of such pass through trust to acquire equipment notes;

      o    funds from time to time deposited with the pass through trustee in
           accounts relating to that pass through trust; and

      o    if so specified in the relevant prospectus supplement, rights under
           intercreditor agreements relating to cross-subordination
           arrangements and monies receivable under a liquidity facility.

      The rights of a pass through trustee to receive monies payable under
equipment notes held for that pass through trustee may be subject to the
effect of subordination provisions contained in an intercreditor agreement
described in the prospectus supplement for a series of certificates.  An
intercreditor agreement refers to an agreement among the pass through
trustees and, if applicable, a liquidity provider under a liquidity facility,
as creditors of the issuers of the equipment notes owned by the pass through
trustees.  An intercreditor agreement will set forth the terms and conditions
upon which payments made under the equipment notes and payments made under
any liquidity facility will be received, shared and distributed among the
several pass through trustees and the liquidity provider.  In addition, the
intercreditor agreement will set forth agreements among the pass through
trustees and the liquidity provider relating to the exercise of remedies
under the equipment notes and the indentures.

      Cross-subordination refers to an agreement under which payments on a
junior class of equipment notes issued under an indenture are distributed to
a pass through trustee that holds a senior class of equipment notes issued
under a different indenture on which all required payments were not made.
The effect of this distribution mechanism is that holders of certificates of
a pass through trust that owns a junior class of equipment notes will not
receive payments made on that junior class of equipment notes until certain
distributions are made on the certificates of the pass through trust that
owns a senior class of equipment notes.

      Equipment notes owned by a pass through trust may be leased aircraft
notes, owned aircraft notes or a combination of leased aircraft notes and
owned aircraft notes.

      Leased aircraft notes will be issued in connection with the leveraged
lease of an aircraft to us.  Except as set forth in the applicable prospectus
supplement, each leased aircraft will be leased to us under a lease between
us, as lessee, and an owner trustee, as lessor.  Each owner trustee will
issue leased aircraft notes on a non-recourse basis under a separate leased
aircraft indenture between it and the applicable loan trustee.  The owner


<PAGE>

trustee will use the proceeds of the sale of the leased aircraft notes to
finance or refinance a portion of the purchase price paid or to be paid by
the owner trustee for the applicable leased aircraft.  The owner trustee will
obtain the remainder of the funding for the leased aircraft from an equity
contribution from the owner participant that is the beneficiary of the owner
trust and, to the extent set forth in the applicable prospectus supplement,
additional debt secured by the applicable leased aircraft or other sources.
A leased aircraft also may be subject to other financing arrangements.

      Generally, neither the owner trustee nor the owner participant will be
personally liable for any principal or interest payable under any leased
aircraft indenture or any leased aircraft notes.  In some cases, an owner
participant may be required to make payments to an owner trustee that are to
be used by the owner trustee to pay principal of, and interest on, the
equipment notes.  If an owner participant is required to make payments to be
used by an owner trustee to pay principal of, and interest on, the equipment
notes and the owner participant fails to make the payment, we will be
required to provide the owner trustee with funds sufficient to make the
payment.  We will be obligated to make payments or advances under a lease and
the related documents sufficient to pay when due all scheduled principal and
interest payments on the leased aircraft notes issued to finance the aircraft
subject to that lease.

      We will issue owned aircraft notes under separate owned aircraft
indentures.  Owned aircraft notes will be issued in connection with the
financing or refinancing of an aircraft that we own.  Owned aircraft notes
will be obligations that have recourse to us and the related aircraft.  Any
owned aircraft may secure additional debt or be subject to other financing
arrangements.

      An indenture may provide for the issuance of multiple classes of
equipment notes.  If an indenture provides for multiple classes of equipment
notes, it may also provide for differing priority of payments among the
different classes.  Equipment notes issued under an indenture may be held in
more than one pass through trust, and one pass through trust may hold
equipment notes issued under more than one indenture.  Unless otherwise
provided in a prospectus supplement, only equipment notes having the same
priority of payment may be held for the same pass through trust.

      Except as set forth in the prospectus supplement for any series of
certificates, interest payments on the equipment notes held for a pass
through trust will be passed through to the registered holders of
certificates of that pass through trust at the annual rate shown on the cover
page of the prospectus supplement for the certificates issued by that pass
through trust.  The certificateholders' right to receive payments made in
respect of the equipment notes is subject to the effect of any
cross-subordination provisions described in the prospectus supplement for a
series of certificates.

      We refer you to the prospectus supplement that accompanies this
prospectus for a description of the specific series of certificates being
offered by this prospectus and the applicable prospectus supplement,
including:

      o   the specific designation, title and amount of the certificates;

      o   amounts payable on and distribution dates for the certificates;

      o   the currency or currencies, including currency units, in which the
          certificates may be denominated;

      o   the specific form of the certificates, including whether or not the
          certificates are to be issued in accordance with a book-entry system;

      o   a description of the equipment notes to be purchased by the pass
          through trust issuing that series of certificates, including:

          o   the period or periods within which, the price or prices at which,
              and the terms and conditions upon which the equipment notes may or
              must be redeemed or defeased in whole or in part, by us or an
              owner trustee;


<PAGE>

          o   the payment priority of the equipment notes in relation to any
              other equipment notes issued with respect to the related aircraft;
              and

          o   any intercreditor or other rights or limitations between or among
              the holders of equipment notes of different priorities issued with
              respect to the same aircraft;

      o   a description of the aircraft to be financed with the proceeds of the
          issuance of the equipment notes;

      o   a description of the note purchase agreement setting forth the terms
          and conditions upon which that pass through trust will purchase
          equipment notes;

      o   a description of the indentures under which the equipment notes to be
          purchased for that pass through trust will be issued;

      o   a description of the events of default, the remedies exercisable upon
          the occurrence of events of default and any limitations on the
          exercise of those remedies under the indentures pursuant to which
          the equipment notes to be purchased for that pass through trust will
          be issued;

      o   if the certificates relate to leased aircraft, a description of the
          leases to be entered into by the owner trustees and us;

      o   if the certificates relate to leased aircraft, a description of the
          provisions of the leased aircraft indentures governing:

          o   the rights of the related owner trustee and/or owner participant
              to cure our failure to pay rent under the leases; and

          o   any limitations on the exercise of remedies with respect to the
              leased aircraft notes;

      o   if the certificates relate to leased aircraft, a description of
          the participation agreements that will set forth the terms and
          conditions upon which the owner participant, the owner trustee,
          the pass through trustees, the loan trustee and we agree to enter
          into a leveraged lease transaction;

      o   if the certificates relate to an owned aircraft, a description of
          the participation agreements that will set forth the terms and
          conditions upon which the applicable pass through trustees, the
          loan trustee and we agree to enter into a financing transaction
          for the owned aircraft;

      o   a description of the limitations, if any, on amendments to leases,
          indentures, pass through trust agreements, participation agreements
          and other material agreements entered into in connection with the
          issuance of equipment notes;

      o   a description of any cross-default provisions in the indentures;

      o   a description of any cross-collateralization provisions in the
          indentures;

      o   a description of any agreement among the holders of equipment notes
          and any liquidity provider governing the receipt and distribution of
          monies with respect to the equipment notes and the enforcement of
          remedies under the indentures, including a description of any
          applicable intercreditor and cross-subordination arrangements;

      o   a description of any liquidity facility or other credit enhancement
          relating to the certificates;


<PAGE>

      o   if the certificates relate to aircraft that have not yet been
          delivered or financed, a description of any deposit or escrow
          agreement or other arrangement providing for the deposit and
          investment of funds pending the purchase of equipment notes and the
          financing of an owned aircraft or leased aircraft; and

      o   any other special terms pertaining to the certificates.

      The concept of cross-default mentioned above refers to a situation
where a default under one indenture or lease results in a default under other
indentures or leases.  We currently do not expect any indentures or leases to
contain cross-default provisions.  The concept of cross-collateralization
mentioned above refers to the situation where collateral that secures
obligations incurred under one indenture also serves as collateral for
obligations under one or more other indentures.  We currently do not expect
any indentures to be cross-collateralized.

BOOK-ENTRY REGISTRATION

GENERAL

      If specified in the applicable prospectus supplement, the certificates
will be subject to the procedures and provisions described below.

      Upon issuance, each series of certificates will be represented by one
or more fully registered global certificates.  Each global certificate will
be deposited with, or on behalf of, The Depository Trust Company, referred to
as DTC, and registered in the name of Cede & Co., the nominee of DTC.  No
purchaser of a certificate will be entitled to receive a physical certificate
representing an interest in the global certificates, except as set forth
below under "--Physical Certificates".  For convenience, we refer to such
purchasers as "certificate owners". Unless and until physical certificates
are issued under the limited circumstances described below, all references in
this prospectus and any prospectus supplement to actions by
certificateholders will refer to actions taken by DTC upon instructions from
DTC participants, and all references to distributions, notices, reports and
statements to certificateholders will refer, as the case may be, to
distributions, notices, reports and statements to DTC or Cede, as the
registered holder of the certificates, or to DTC participants for
distribution to certificateholders in accordance with DTC procedures.

      DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and
"clearing agency" registered pursuant to Section 17A of the Securities
Exchange Act of 1934.

      Under the New York Uniform Commercial Code, a "clearing corporation" is
defined as:

      o   a person that is registered as a "clearing agency" under the federal
          securities laws;

      o   a federal reserve bank; or

      o   any other person that provides clearance or settlement services with
          respect to financial assets that would require it to register as a
          clearing agency under the federal securities laws but for an
          exclusion or exemption from the registration requirement, if its
          activities as a clearing corporation, including promulgation of
          rules, are subject to regulation by a federal or state governmental
          authority.

      A "clearing agency" is an organization established for the execution of
trades by transferring funds, assigning deliveries and guaranteeing the
performance of the obligations of parties to trades.

      DTC was created to hold securities for its participants and to
facilitate the clearance and settlement of securities transactions between
DTC participants through electronic book-entry changes in the accounts of DTC
participants.  The ability to execute transactions through book-entry changes
in accounts eliminates the need for transfer of physical certificates.  DTC
is owned by a number of DTC participants and by the New York Stock Exchange,
the American Stock Exchange, and the National Association of Securities


<PAGE>

Dealers.  DTC participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations.
Banks, brokers, dealers, trust companies and other entities that clear
through or maintain a custodial relationship with a DTC participant, either
directly or indirectly, are indirect participants in the DTC system.

      Under the rules, regulations and procedures creating and affecting DTC
and its operations, DTC is required to make book-entry transfers of the
certificates among DTC participants on whose behalf it acts with respect to
the certificates and to receive and transmit distributions of principal,
premium, if any, and interest with respect to the certificates.  DTC
participants and indirect DTC participants with which certificate owners have
accounts similarly are required to make book-entry transfers and receive and
transmit the payments on behalf of their respective customers.  Certificate
owners that are not DTC participants or indirect DTC participants but desire
to purchase, sell or otherwise transfer ownership of, or other interests in,
the certificates may do so only through DTC participants and indirect DTC
participants.  In addition, certificate owners will receive all distributions
of principal, premium, if any, and interest from the pass through trustee
through DTC participants or indirect DTC participants, as the case may be.

      Under a book-entry format, certificate owners may experience some delay
in their receipt of payments, because payments with respect to the
certificates will be forwarded by the pass through trustee to Cede, as
nominee for DTC.  DTC will forward payments in same-day funds to each DTC
participant who is credited with ownership of the certificates in an amount
proportionate to the principal amount of that DTC participant's holdings of
beneficial interests in the certificates, as shown on the records of DTC or
its nominee.  Each such DTC participant will forward payments to its indirect
DTC participants in accordance with standing instructions and customary
industry practices.  DTC participants and indirect DTC participants will be
responsible for forwarding distributions to certificate owners for whom they
act.  Accordingly, although certificate owners will not possess physical
certificates, DTC's rules provide a mechanism by which certificate owners
will receive payments on the certificates and will be able to transfer their
interests.

      Unless and until physical certificates are issued under the limited
circumstances described below, the only physical certificateholder will be
Cede, as nominee of DTC.  Certificate owners will not be recognized by the
pass through trustee as registered owners of certificates under the pass
through trust agreement.  Certificate owners will be permitted to exercise
their rights under the pass through trust agreement only indirectly through
DTC.  DTC will take any action permitted to be taken by a certificateholder
under the pass through trust agreement only at the direction of one or more
DTC participants to whose accounts with DTC the certificates are credited.
In the event any action requires approval by certificateholders of a certain
percentage of the beneficial interests in a pass through trust, DTC will take
action only at the direction of and on behalf of DTC participants whose
holdings include undivided interests that satisfy the required percentage.
DTC may take conflicting actions with respect to other undivided interests to
the extent that the actions are taken on behalf of DTC participants whose
holdings include those undivided interests.  DTC will convey notices and
other communications to DTC participants, and DTC participants will convey
notices and other communications to indirect DTC participants in accordance
with arrangements among them.  Arrangements among DTC and its direct and
indirect participants are subject to any statutory or regulatory requirements
as may be in effect from time to time.  DTC's rules applicable to itself and
DTC participants are on file with the SEC.

      A certificate owner's ability to pledge the certificates to persons or
entities that do not participate in the DTC system, or otherwise to act with
respect to the certificates, may be limited due to the lack of a physical
certificate to evidence ownership of the certificates, and because DTC can
only act on behalf of DTC participants, who in turn act on behalf of indirect
DTC participants.

      Neither we nor the pass through trustee will have any liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the certificates held by Cede, as nominee for DTC, for
maintaining, supervising or reviewing any records relating to the beneficial
ownership interests or for the performance by DTC, any DTC participant or any
indirect DTC participant of their respective obligations under the rules and
procedures governing their obligations.

      The applicable prospectus supplement will specify any additional
book-entry registration procedures applicable to certificates denominated in
a currency other than U.S. dollars.


<PAGE>

SAME-DAY SETTLEMENT AND PAYMENT

      As long as the certificates are registered in the name of DTC or its
nominee, we will make all payments to the loan trustee under any lease or any
owned aircraft indenture in immediately available funds.  The pass through
trustee will pass through to DTC in immediately available funds all payments
received from us, including the final distribution of principal with respect
to the certificates of any pass through trust.

      Any certificates registered in the name of DTC or its nominee will
trade in DTC's Same-Day Funds Settlement System until maturity.  DTC will
require secondary market trading activity in the certificates to settle in
immediately available funds.  We cannot give any assurance as to the effect,
if any, of settlement in same-day funds on trading activity in the
certificates.

PHYSICAL CERTIFICATES

      Physical certificates will be issued in paper form to
certificateholders or their nominees, rather than to DTC or its nominee, only
if:

      o   we advise the pass through trustee in writing that DTC is no longer
          willing or able to discharge properly its responsibilities as
          depository with respect to the certificates and we are unable to
          locate a qualified successor;

      o   we elect to terminate the book-entry system through DTC; or

      o   after the occurrence of certain events of default or other events
          specified in the related prospectus supplement, certificateholders
          owning at least a majority in interest in a pass through trust
          advise the applicable pass through trustee, us and DTC through DTC
          participants that the continuation of a book-entry system through
          DTC or a successor to DTC is no longer in the certificate owners'
          best interest.

      Upon the occurrence of any of the events described in the three
subparagraphs above, the applicable pass through trustee will notify all
certificate owners through DTC participants of the availability of physical
certificates.  Upon surrender by DTC of the global certificates and receipt
of instructions for re-registration, the pass through trustee will reissue
the certificates as physical certificates to certificate owners.

      After physical certificates are issued, the pass through trustee or a
paying agent will make distributions of principal, premium, if any, and
interest with respect to certificates directly to holders in whose names the
physical certificates were registered at the close of business on the
applicable record date.  Except for the final payment to be made with respect
to a certificate, the pass through trustee or a paying agent will make
distributions by check mailed to the addresses of the registered holders as
they appear on the register maintained by the pass through trustee.  The pass
through trustee or a paying agent will make the final payment with respect to
any pass through certificate only upon presentation and surrender of the
applicable pass through certificate at the office or agency specified in the
notice of final distribution to certificateholders.

      Physical certificates will be freely transferable and exchangeable at
the office of the pass through trustee upon compliance with the requirements
set forth in the pass through trust agreement.  Neither the pass through
trustee nor any transfer or exchange agent will impose a service charge for
any registration of transfer or exchange.  However, the pass through trustee
or transfer or exchange agent will require payment of a sum sufficient to
cover any tax or other governmental charge attributable to a transfer or
exchange.

PAYMENTS AND DISTRIBUTIONS

      Subject to the effect of any cross-subordination provisions set forth
in the prospectus supplement for a series of certificates:


<PAGE>

      o   Payments of principal, premium, if any, and interest with respect to
          the equipment notes held for each pass through trust will be
          distributed by the pass through trustee, upon receipt, to
          certificateholders of that trust on the dates and in the currency
          specified in the applicable prospectus supplement, except in certain
          cases when some or all of the equipment notes are in default as
          described in the applicable prospectus supplement.  Payments of
          principal of, and interest on, the unpaid principal amount of the
          equipment notes held in each pass through trust will be scheduled to
          be received by the pass through trustee on the dates specified in
          the applicable prospectus supplement.

      o   Each certificateholder of a pass through trust will be entitled to
          receive a pro rata share of any distribution in respect of scheduled
          payments of principal and interest made on the equipment notes held
          for such pass through trust.

      If we elect or are required to redeem equipment notes relating to one
or more aircraft prior to their scheduled maturity date, payments of
principal, premium (if any) and interest received by the pass through trustee
as a result of the early redemption will be distributed on a special
distribution date determined as described in the applicable prospectus
supplement.  Payments received by the pass through trustee following a
default under the equipment notes held for a pass through trust will also be
distributed on a special distribution date determined in the same way.
However, if following such a default the pass through trustee receives any
scheduled payments on equipment notes on a regular distribution date or
within five days thereafter, the pass through trustee will distribute those
payments on the date they are received.  In addition, if following a default
under equipment notes the pass through trustee receives payments on the
equipment notes on a regular distribution date by making a drawing under any
liquidity facility, as described in the applicable prospectus supplement,
those payments will be distributed to certificateholders on the regular
distribution date.  The pass through trustee will mail notice to the
certificateholders of record of the applicable pass through trust stating the
anticipated special distribution date.

POOL FACTORS

      Unless otherwise described in the applicable prospectus supplement, the
"pool balance" for each pass through trust or for the certificates issued by
any pass through trust indicates, as of any date, the portion of the original
aggregate face amount of the certificates issued by that pass through trust
that has not been distributed to certificateholders (excluding any payments
of interest or premium).  The pool balance for each pass through trust as of
any distribution date will be computed after giving effect to any
distribution to certificateholders to be made on that date.

      Unless otherwise described in the applicable prospectus supplement, the
"pool factor" for a pass through trust as of any distribution date for that
trust is the quotient (rounded to the seventh decimal place) computed by
dividing (a) the pool balance by (b) the aggregate original face amount of
the certificates issued by that pass through trust.  The pool factor for a
pass through trust as of any distribution date will be computed after giving
effect to the payment of principal, if any, on the equipment notes held for
that pass through trust and distribution to certificateholders of the payment
of principal to be made on that date.  Each pass through trust will have a
separate pool factor.

      The pool factor for a pass through trust initially will be 1.0000000.
The pool factor for a pass through trust will decline as described in this
prospectus and the related prospectus supplement to reflect reductions in the
pool balance of that pass through trust.  As of any distribution date for a
pass through trust, a certificate will represent a share of the pool balance
of that pass through trust equal to the product obtained by multiplying the
original face amount of the certificate by the pool factor for the pass
through trust that issued such certificate.  The pool factor and pool balance
of each past through trust will be mailed to the certificateholders of the
pass through trust on each distribution date.

      The pool factor for each pass through trust will decline in proportion
to the scheduled repayments of principal on the equipment notes held by that
pass through trust, unless there is an early redemption or purchase of
equipment notes held by a pass through trust or if a default occurs in the
repayment of equipment notes held by a pass through trust.  In the event of a
redemption, purchase or default, the pool factor and the pool balance of each


<PAGE>

pass through trust affected by the redemption, purchase or default will be
recomputed, and a notice will be mailed to the certificateholders of the pass
through trust.

REPORTS TO CERTIFICATEHOLDERS

      The pass through trustee will include with each distribution of a
payment to certificateholders a statement setting forth the following
information:

      o   the amount of the distribution allocable to principal and the amount
          allocable to premium, if any;

      o   the amount of the distribution allocable to interest; and

      o   the pool balance and the pool factor for the pass through trust after
          giving effect to the distribution.

      As long as the certificates are registered in the name of DTC or its
nominee, on the record date prior to each  distribution date, the pass
through trustee will request from DTC a securities position listing setting
forth the names of all DTC participants reflected on DTC's books as holding
interests in the certificates on that record date.  On each distribution
date, the applicable pass through trustee will mail to each DTC participant
holding certificates the statement described above and will make available
additional copies as requested by the DTC participants for forwarding to
certificate owners.

      After the end of each calendar year, each pass through trustee will
prepare a report for each person that was a holder of one or more of its pass
through certificates at any time during the preceding calendar year.  This
report will contain the sum of the amount of distributions allocable to
principal, premium and interest with respect to that pass through trust for
the preceding calendar year or, if the person was a holder of a pass through
certificate during only a portion of the preceding calendar year, for the
applicable portion of the preceding calendar year.  In addition, each pass
through trustee will prepare for each person that was a holder of one or more
of its pass through certificates at any time during the preceding calendar
year any other information that are readily available to the pass through
trustee and which a certificateholder reasonably requests as necessary for
the purpose of preparing its federal income tax returns.  The reports and
other items described in this section will be prepared on the basis of
information supplied to the pass through trustee by DTC participants and will
be delivered by the pass through trustee to DTC participants to be available
for forwarding by DTC participants to certificate owners in the manner
described above.

      If the certificates of a pass through trust are issued in the form of
physical certificates, the pass through trustee of that pass through trust
will prepare and deliver the information described above to each record
holder of a pass through certificate issued by that pass through trust as the
name and period of ownership of the holder appears on the records of the
registrar of the certificates.

VOTING OF EQUIPMENT NOTES

      A pass through trustee has the right to vote and give consents and
waivers with respect to the equipment notes held by that pass through trust.
However, the pass through trustee's right to vote and give consents or
waivers may be restricted or may be exercisable by another person in
accordance with the terms of an intercreditor agreement, as described in the
applicable prospectus supplement.  The pass through trust agreement will set
forth:

      o   the circumstances in which a pass through trustee may direct any
          action or cast any vote with respect to the equipment notes held for
          its pass through trust at its own discretion;

      o   the circumstances in which a pass through trustee will seek
          instructions from its certificateholders; and

      o   if applicable, the percentage of certificateholders required to direct
          the pass through trustee to take action.


<PAGE>

      If the holders of certificates are entitled to the benefits of a
liquidity facility, and the liquidity facility is used to make any payments
to certificateholders, the provider of the liquidity facility may be entitled
to exercise rights to vote or give consents and waivers with respect to the
equipment notes held for the pass through trust that issued the certificates,
as described in the applicable prospectus supplement.

EVENTS OF DEFAULT AND CERTAIN RIGHTS UPON AN EVENT OF DEFAULT

      The prospectus supplement will specify the events of default that can
occur under the pass through trust agreement and under the indentures
relating to the equipment notes held for the related pass through trust.  In
the case of a leased aircraft indenture, a default will include events of
default under the related lease.  In the case of any equipment notes that are
supported by a liquidity facility, a default may include events of default
under that liquidity facility.

      Unless otherwise provided in a prospectus supplement, all of the
equipment notes issued under the same indenture will relate to a specific
aircraft and there will be no cross-collateralization or cross-default
provisions in the indentures.  As a result, events resulting in a default
under any particular indenture will not necessarily result in an a default
under any other indenture.  If a default occurs in fewer than all of the
indentures, payments of principal and interest on the equipment notes issued
under the indentures with respect to which a default has not occurred will
continue to be made as originally scheduled.

      As described below under "--Cross-Subordination Issues", a prospectus
supplement may describe the terms of any cross-subordination provisions among
certificateholders of separate pass through trusts.  If cross-subordination
is provided, payments made pursuant to an indenture under which a default has
not occurred may be distributed first to the holders of the certificates
issued under the pass through trust which holds the most senior equipment
notes issued under all of the indentures.

      The ability of the applicable owner trustee or owner participant under
a leased aircraft indenture to cure a default under the indenture, including
a default that results from the occurrence of a default under the related
lease, will be described in the prospectus supplement.  Unless otherwise
provided in a prospectus supplement, with respect to any pass through
certificates or equipment notes entitled to the benefits of a liquidity
facility, a drawing under the liquidity facility for the purpose of making a
payment of interest as a result of our failure to have made a corresponding
payment will not cure a default related to our failure.

      The prospectus supplement related to a series of pass through
certificates will describe the circumstances under which the pass through
trustee of the related pass through trust may vote some or all of the
equipment notes held in the pass through trust.  The prospectus supplement
also will set forth the percentage of certificateholders of the pass through
trust entitled to direct the pass through trustee to take any action with
respect to the equipment notes.  If the equipment notes outstanding under an
indenture are held by more than one pass through trust, then the ability of
the certificateholders issued with respect to any one pass through trust to
cause the loan trustee with respect to any equipment notes held in the pass
through trust to accelerate the equipment notes under the applicable
indenture or to direct the exercise of remedies by the loan trustee under the
applicable indenture will depend, in part, upon the proportion of the
aggregate principal amount of the equipment notes outstanding under that
indenture and held in that pass through trust to the aggregate principal
amount of all equipment notes outstanding under that indenture.

      In addition, if cross-subordination provisions are applicable to any
series of certificates, then the ability of the certificateholders of any one
pass through trust holding equipment notes issued under an indenture to cause
the loan trustee with respect to any equipment notes held in that pass
through trust to accelerate the equipment notes under that indenture or to
direct the exercise of remedies by the loan trustee under that indenture will
depend, in part, upon the class of equipment notes held in the pass through
trust.  If the equipment notes outstanding under an indenture are held by
more than one pass through trust, then each pass through trust will hold
equipment notes with different terms from the equipment notes held in the
other pass through trusts and therefore the certificateholders of each pass
through trust may have divergent or conflicting interests from those of the
certificateholders of the other pass through trusts holding equipment notes
issued under the same indenture.  In addition, so long as the same


<PAGE>

institution acts as pass through trustee of each pass through trust, in the
absence of instructions from the certificateholders of any pass through
trust, the pass through trustee for the pass through trust could for the same
reason be faced with a potential conflict of interest upon a default under an
indenture.  In that event, the pass through trustee has indicated that it
would resign as pass through trustee of one or all the pass through trusts,
and a successor trustee would be appointed in accordance with the terms of
the Basic Agreement.

      The prospectus supplement for a series of certificates will specify
whether and under what circumstances the pass through trustee may sell for
cash to any person all or part of the equipment notes held in the related
pass through trust.  Any proceeds received by the pass through trustee upon a
sale will be deposited in an account established by the pass through trustee
for the benefit of the certificateholders of the pass through trust for the
deposit of the special payments and will be distributed to the
certificateholders of the pass through trust on a special distribution date.

      The market for equipment notes in default may be very limited, and we
cannot assure you that they could be sold for a reasonable price.
Furthermore, so long as the same institution acts as pass through trustee of
multiple pass through trusts, it may be faced with a conflict in deciding
from which pass through trust to sell equipment notes to available buyers.
If the pass through trustee sells any equipment notes with respect to which a
default under an indenture exists for less than their outstanding principal
amount, the certificateholders of that pass through trust will receive a
smaller amount of principal distributions than anticipated and will not have
any claim for the shortfall against us, any owner trustee, owner participant
or the pass through trustee.  Furthermore, neither the pass through trustee
nor the certificateholders of that pass through trust could take any action
with respect to any remaining equipment notes held in that pass through trust
so long as no default under an indenture exists.

      Any amount, other than scheduled payments received on a regular
distribution date, distributed to the pass through trustee of any pass
through trust by the loan trustee under any indenture on account of the
equipment notes held in that pass through trust following a default under
such indenture will be deposited in the special payments account for that
pass through trust and will be distributed to the certificateholders of that
pass through trust on a special distribution date.  In addition, if a
prospectus supplement provides that the applicable owner trustee may, under
circumstances specified in the prospectus supplement, redeem or purchase the
outstanding equipment notes issued under the applicable indenture, the price
paid by the owner trustee to the pass through trustee of any pass through
trust for the equipment notes issued under that indenture and held in that
pass through trust will be deposited in the special payments account for the
pass through trust and will be distributed to the certificateholders of the
pass through trust on a special distribution date.

      Any funds representing payments received with respect to any equipment
notes in default held in a pass through trust, or the proceeds from the sale
by the pass through trustee of any of those equipment notes, held by the pass
through trustee in the special payments account for that pass through trust
will, to the extent practicable, be invested and reinvested by the pass
through trustee in permitted investments pending the distribution of the
funds on a special distribution date.  Permitted investments will be
specified in the related prospectus supplement.

      The Basic Agreement provides that the pass through trustee of each pass
through trust will give to the certificateholders of that pass through trust
notice of all uncured or unwaived defaults known to it with respect to that
pass through trust.  The Basic Agreement requires the pass through trustee to
provide the notice of default within 90 days after the occurrence of the
default.  However, except in the case of default in the payment of principal,
premium, if any, or interest on any of the equipment notes held for a pass
through trust, the pass through trustee will be protected in withholding a
notice of default if it in good faith determines that withholding the notice
is in the interest of the certificateholders of such pass through trust.  The
term "default" as used in this paragraph means only the occurrence of a
default under an indenture with respect to equipment notes held in a pass
through trust as described above, except that in determining whether any
default under an indenture has occurred, any related grace period or notice
will be disregarded.

      The Basic Agreement requires the pass through trustee to act with a
specified standard of care while a default is continuing under an indenture.
In addition, the Basic Agreement contains a provision entitling the pass
through trustee to require reasonable security or indemnification by the
certificateholders of the pass through trust before proceeding to exercise


<PAGE>

any right or power under the Basic Agreement at the request of those
certificateholders.

      The prospectus supplement for a series of certificates will specify the
percentage of certificateholders entitled to waive, or to instruct the pass
through trustee to waive, any past default with respect to the related pass
through trust and its consequences.  The prospectus supplement for a series
of certificates also will specify the percentage of certificateholders
entitled to waive, or to instruct the pass through trustee or the loan
trustee to waive, any past default under an indenture.

MERGER, CONSOLIDATION AND TRANSFER OF ASSETS

      We will be prohibited from consolidating with or merging into any other
corporation or transferring substantially all of our assets as an entirety to
any other corporation unless the surviving, successor or transferee
corporation:

      o   is validly existing under the laws of the United States or any of its
          states;

      o   is a citizen of the United States, as defined in Title 49 of the U.S.
          Code relating to aviation, referred to as the "Transportation Code,"
          holding an air carrier operating certificate issued by the Secretary
          of Transportation pursuant to Chapter 447 of Title 49, U.S. Code,
          if, and so long as, that status is a condition of entitlement to the
          benefits of Section 1110 of the U.S. Bankruptcy Code relating to the
          rights of creditors of an airline in the event of the airline's
          bankruptcy; and

      o   expressly assumes all of our obligations contained in the Basic
          Agreement and any pass through trust supplement, the note purchase
          agreements, any indentures, any participation agreements and, with
          respect to aircraft leased by us, the applicable leases.

      In addition, we will be required to deliver a certificate and an
opinion or opinions of counsel indicating that the transaction, in effect,
complies with these conditions.

MODIFICATIONS OF THE BASIC AGREEMENT

      The Basic Agreement contains provisions permitting us and the pass
through trustee of each pass through trust to enter into a supplemental trust
agreement, without the consent of the holders of any of the certificates
issued by such pass through trust, in order to do the following, among other
things:

      o   to provide for the formation of such pass through trust and the
          issuance of a series of certificates and to set forth the terms of
          the certificates;

      o   to evidence the succession of another corporation to us and the
          assumption by that corporation of our obligations under the Basic
          Agreement and the pass through trust agreements;

      o   to add to our covenants for the benefit of holders of such
          certificates, or to surrender any right or power in the Basic
          Agreement conferred upon us;

      o   to cure any ambiguity or correct or supplement any defective or
          inconsistent provision of the Basic Agreement or any pass through
          trust agreement, so long as those changes will not materially
          adversely affect the interests of the holders of such certificates,
          or to cure any ambiguity or correct any mistake or, to give effect
          to or provide for replacement liquidity facilities, if applicable,
          to such certificates;

      o   to comply with any requirement of the SEC, any applicable law, rules
          or regulations of any exchange or quotation system on which any
          certificates may be listed or of any regulatory body;


<PAGE>

      o   to modify, eliminate or add to the provisions of the Basic Agreement
          to the extent necessary to continue the qualification of the pass
          through trust agreement under the Trust Indenture Act of 1939, and
          to add to the Basic Agreement other provisions as may be expressly
          permitted by the Trust Indenture Act;

      o   to provide for a successor pass through trustee or to add to or change
          any provision of the Basic Agreement as necessary to facilitate the
          administration of the pass through trusts created under the pass 
          through trust agreement by more than one pass through trustee; and

      o   to make any other amendments or modifications to the Basic Agreement
          so long as those amendments or modifications apply only to
          certificates of a series issued after the date of the amendment or
          modification.

      No pass through trust supplement may be made that will adversely affect
the status of any pass through trust as a grantor trust for U.S. federal
income tax purposes.

      The Basic Agreement also contains provisions permitting us and the pass
through trustee of each pass through trust, with the consent of a majority in
interest of the certificateholders of the pass through trust, to execute
supplemental trust agreements adding any provisions to or changing or
eliminating any of the provisions of the Basic Agreement, to the extent
relating to that pass through trust, and the applicable pass through trust
supplement, or modifying the rights of the certificateholders, except that no
supplement may, without the consent of each affected certificateholder:

      o   reduce in any manner the amount of, or delay the timing of, any
          receipt by the pass through trustee of payments on the equipment notes
          held in the pass through trust or distributions in respect of any pass
          through certificate issued by the pass through trust;

      o   change the date or place of any payment in respect of any pass through
          certificate, or make distributions payable in currency other than
          that provided for in the certificates, or impair the right of any
          certificateholder to institute suit for the enforcement of any
          payment when due;

      o   permit the disposition of any equipment note held in the pass through
          trust, except as provided in the pass through trust agreement, or
          otherwise deprive any certificateholder of the benefit of the
          ownership of the applicable equipment note;

      o   reduce the percentage of the aggregate fractional undivided interests
          of the pass through trust that is required in order for any
          supplement or waiver to be approved;

      o   modify any of the provisions relating to the rights of the
          certificateholders in respect of the waiver of events of default or
          receipt of payment;

      o   alter the priority of distributions described in any applicable
          intercreditor agreement, in a manner materially adverse to the
          interests of the certificateholders of such pass through trust; or

      o   adversely affect the status of any pass through trust as a grantor
          trust for U.S. federal income tax purposes.

MODIFICATION OF INDENTURE AND RELATED AGREEMENTS

      The prospectus supplement will specify the pass through trustee's
obligations if a pass through trustee, as the holder of any equipment notes
held in a pass through trust, receives a request for its consent to any
amendment, modification or waiver under the indenture under which the
equipment notes were issued, under the lease relating to the aircraft leased
by us that was financed with the proceeds of the equipment notes or under any
liquidity facility.


<PAGE>

CROSS-SUBORDINATION ISSUES

      The equipment notes issued under an indenture may be held in more than
one pass through trust and one pass through trust may hold equipment notes
issued under more than one indenture.  Unless otherwise provided in a
prospectus supplement, only equipment notes having the same priority for
distributions under the applicable indenture may be held in the same pass
through trust.  In that event, payments made on account of a subordinate
class of certificates issued under a prospectus supplement may be
subordinated, under circumstances described in the prospectus supplement, to
the prior payment of all amounts owing to certificateholders of a pass
through trust which holds senior equipment notes issued under the applicable
indentures.  The prospectus supplement related to an issuance of certificates
will describe the "cross-subordination" provisions and any related terms,
including the percentage of certificateholders under any pass through trust
which are permitted to:

      o   grant waivers of defaults under any applicable indenture;

      o   consent to the amendment or modification of any applicable indenture;
          or

      o   direct the exercise of remedial actions under any applicable
          indenture.

TERMINATION OF THE PASS THROUGH TRUSTS

      Our obligations and those of the pass through trustee with respect to a
pass through trust will terminate upon the distribution to certificateholders
of the pass through trust of all amounts required to be distributed to them
pursuant to the applicable pass through trust agreement and the disposition
of all property held in the pass through trust.  In no event will any pass
through trust continue beyond 110 years following the date of the execution
of the applicable pass through trust supplement, or any other final
expiration date as may be specified in the pass through trust supplement.
The pass through trustee will send to each certificateholder of record of the
pass through trust notice of the termination of the pass through trust, the
amount of the proposed final payment and the proposed date for the
distribution of the final payment for the pass through trust.  The final
distribution to any certificateholder of the pass through trust will be made
only upon surrender of that certificateholder's certificates at the office or
agency of the pass through trustee specified in the notice of termination.

DELAYED PURCHASE OF EQUIPMENT NOTES

      On the issuance date of any certificates, if all of the proceeds from
the sale of the certificates are not used to purchase the equipment notes
contemplated to be held in the related pass through trust, the equipment
notes may be purchased by the pass through trustee at any time on or prior to
the date specified in the applicable prospectus supplement.  In that event,
the proceeds from the sale of the certificates not used to purchase equipment
notes will be held under an arrangement described in the applicable
prospectus supplement pending the purchase of equipment notes.  The
arrangements with respect to the payment of interest on funds so held will be
described in the applicable prospectus supplement.  If any proceeds are not
used to purchase equipment notes by the date specified in the applicable
prospectus supplement, the proceeds will be returned to the
certificateholders.

LIQUIDITY FACILITY

      The related prospectus supplement may provide that one or more payments
of interest on the certificates of one or more series will be supported by a
liquidity facility issued by an institution identified in the related
prospectus supplement.  The provider of the liquidity facility may have a
claim on money and property belonging to a pass through trust that is senior
to the certificateholders' as specified in the related prospectus supplement.

THE PASS THROUGH TRUSTEE

      Unless otherwise provided in the prospectus supplement for any series
of certificates, the pass through trustee for each series of certificates
will be Wilmington Trust Company.  With certain exceptions, the pass through
trustee makes no representations as to the validity or sufficiency of the


<PAGE>

Basic Agreement, the pass through trust supplements, the certificates, the
equipment notes, the indentures, the leases or other related documents.  The
pass through trustee will not be liable with respect to any series of
certificates for any action taken or omitted to be taken by it in good faith
in accordance with the direction of the holders of a majority in principal
amount of outstanding certificates of that series issued under the Basic
Agreement.  Subject to those provisions, the pass through trustee will be
under no obligation to exercise any of its rights or powers under the Basic
Agreement at the request of any holders of certificates issued under that
agreement unless they will have offered to the pass through trustee indemnity
satisfactory to it.  The Basic Agreement provides that the pass through
trustee in its individual or any other capacity may acquire and hold
certificates and, subject to certain conditions, may otherwise deal with us
and, with respect to the leased aircraft, with any owner trustee with the
same rights it would have if it were not the pass through trustee.

      The pass through trustee may resign with respect to any or all of the
pass through trusts at any time, in which event we will be obligated to
appoint a successor trustee.  If the pass through trustee ceases to be
eligible to continue as pass through trustee with respect to a pass through
trust or becomes incapable of acting as pass through trustee or becomes
insolvent, we may remove the pass through trustee, or any certificateholder
of the pass through trust for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent
jurisdiction for the removal of the pass through trustee and the appointment
of a successor trustee.  Any resignation or removal of the pass through
trustee with respect to a pass through trust and appointment of a successor
trustee for the pass through trust does not become effective until acceptance
of the appointment by the successor trustee.  Pursuant to the resignation and
successor trustee provisions, it is possible that a different trustee could
be appointed to act as the successor trustee with respect to each pass
through trust.  All references in this prospectus to the pass through trustee
should be read to take into account the possibility that the pass through
trusts could have different successor trustees in the event of a resignation
or removal.

      The Basic Agreement provides that we will pay the pass through
trustee's fees and expenses and indemnify the pass through trustee against
certain liabilities.

                       DESCRIPTION OF THE EQUIPMENT NOTES

      The statements made under this caption are summaries, and we refer you
to the entire prospectus and detailed information appearing in the applicable
prospectus supplement.  Where no distinction is made between the leased
aircraft notes and the owned aircraft notes or between their respective
indentures, those statements refer to any equipment notes and any indenture.

      To the extent that any provision in any prospectus supplement is
inconsistent with any provision in this summary, the provision of the
prospectus supplement will control.

GENERAL

      The equipment notes will be issued under indentures.  Equipment notes
secured by an aircraft that is leased to us will be non-recourse and will be
issued under an indenture between an owner trustee and a loan trustee.
Equipment notes secured by an aircraft that is owned by us will be recourse
to us and will be issued under an indenture between a loan trustee and us.

      The leased aircraft notes will be non-recourse obligations of the
applicable owner trustee.  All of the leased aircraft notes issued under the
same indenture will relate to and will be secured by one or more specific
aircraft leased to us.  Unless otherwise specified in the applicable
prospectus supplement, leased aircraft notes will not be secured by any other
aircraft.

      We will be the issuer of owned aircraft notes.  The owned aircraft
notes will be our direct recourse obligations.  All of the owned aircraft
notes issued under the same indenture will relate to, and will be secured by,
one or more specific aircraft that we own.  Unless otherwise specified in the
applicable prospectus supplement, the owned aircraft notes will not be
secured by any other aircraft.


<PAGE>

PRINCIPAL AND INTEREST PAYMENTS

      Interest received by the pass through trustee on the equipment notes
held in a pass through trust will be passed through to the certificateholders
of that pass through trust on the dates and at the annual rate set forth in
the applicable prospectus supplement until the final distribution for that
pass through trust.  Principal payments received by the pass through trustee
on the equipment notes held in a pass through trust will be passed through to
the certificateholders of that pass through trust in scheduled amounts on the
dates set forth in the applicable prospectus supplement until the final
distribution date for that pass through trust.

      If any date scheduled for any payment of principal, premium, if any, or
interest with respect to the equipment notes is not a business day, the
payment will be made on the next succeeding business day without any
additional interest.

REDEMPTION

      The applicable prospectus supplement will describe the circumstances,
whether voluntary or involuntary, under which the equipment notes may be
redeemed or purchased prior to their stated maturity date, in whole or in
part.  The prospectus supplement will also describe the premium, if any,
applicable upon redemptions or purchases and other terms applying to the
redemptions or purchases of the equipment notes.

SECURITY

      The leased aircraft notes will be secured by:

      o   an assignment by the related owner trustee to the related loan trustee
          of the owner trustee's rights, except for certain rights described
          below, under the lease or leases with respect to the related
          aircraft, including the right to receive payments of rent under
          those leases; and

      o   a mortgage granted to the loan trustee in the aircraft, subject to our
          rights under the lease or leases.

      Under the terms of each lease, our obligations in respect of each
leased aircraft will be those of a lessee under a "net lease".  Accordingly,
we will be obligated, among other things and at our expense, to cause each
leased aircraft to be duly registered, to pay all costs of operating the
aircraft and to maintain, service, repair and overhaul the aircraft or cause
it to be maintained, serviced, repaired and overhauled.  With respect to the
leased aircraft, the assignment by the related owner trustee to the related
loan trustee of its rights under the related lease will exclude, among other
things:

      o  rights of the owner trustee and the related owner participant relating
         to indemnification by us for certain matters;

      o  insurance proceeds payable to the owner trustee in its individual
         capacity and to the owner participant under liability insurance
         maintained by us pursuant to the lease or by the owner trustee or
         the owner participant;

      o  insurance proceeds payable to the owner trustee in its individual
         capacity or to the owner participant under certain casualty
         insurance maintained by the owner trustee or the owner participant
         pursuant to the lease; and

      o  any rights of the owner participant or the owner trustee to enforce
         payment of the foregoing amounts and their respective rights to the
         proceeds of the foregoing.

      The owned aircraft notes will be secured by a mortgage granted to the
related loan trustee of all of our right, title and interest in and to the
owned aircraft.  Under the terms of each owned aircraft indenture, we will be
obligated, among other things and at our expense, to cause each owned
aircraft to be duly registered, to pay all costs of operating the aircraft


<PAGE>

and to maintain, service, repair and overhaul the aircraft or cause it to be
maintained, serviced, repaired and overhauled.

      We will be required, except under certain circumstances, to keep each
aircraft registered under the Transportation Code, and to record the
indenture and the lease, if applicable, among other documents, with respect
to each aircraft under the Transportation Code.  Recordation of the
indenture, the lease, if applicable, and other documents with respect to each
aircraft will give the related loan trustee a perfected security interest in
the related aircraft whenever it is located in the United States or any of
its territories and possessions.  The Convention on the International
Recognition of Rights in Aircraft, referred to as the "Convention," provides
that this security interest will also be recognized, with certain limited
exceptions, in those jurisdictions that have ratified or adhere to the
Convention.

      We will have the right, subject to certain conditions, at our own
expense to register each aircraft in countries other than the United States.
Each aircraft may also be operated by us or under lease, sublease or
interchange arrangements in countries that are not parties to the
Convention.  The extent to which the related loan trustee's security interest
would be recognized in an aircraft located in a country that is not a party
to the Convention, and the extent to which the security interest would be
recognized in a jurisdiction adhering to the Convention if the aircraft is
registered in a jurisdiction not a party to the Convention, is uncertain.
Moreover, in the case of a default under an indenture, the ability of the
related loan trustee to realize upon its security interest in an aircraft
could be adversely affected as a legal or practical matter if the aircraft
were registered or located outside the United States.

      Unless otherwise specified in the applicable prospectus supplement, the
equipment notes will not be cross-collateralized and consequently the
equipment notes issued in respect of any one aircraft will not be secured by
any other aircraft or, in the case of leased aircraft notes, the related
lease.  Unless and until a default under an indenture with respect to a
leased aircraft has occurred and is continuing, the related loan trustee may
exercise only limited rights of the related owner trustee under the related
lease.

      The loan trustee will invest and reinvest funds, if any, held by it
from time to time under an indenture.  The loan trustee will, at our
direction, invest and reinvest funds in certain investments described in the
applicable indenture.  We will not be entitled to direct the loan trustee to
invest and reinvest funds with respect to a leased aircraft in the case of a
default under the applicable lease or, with respect to an owned aircraft, in
the case of a default under the applicable indenture.  We will pay the net
amount of any loss resulting from these investments.

      Section 1110 of the U.S. Bankruptcy Code provides in relevant part that
the right of lessors, conditional vendors and holders of security interests
with respect to "equipment" (as defined in Section 1110 of the U.S.
Bankruptcy Code) to take possession of the equipment in compliance with the
provisions of a lease, conditional sale contract or security agreement, as
the case may be, is not affected by:

      o   the automatic stay provision of the U.S. Bankruptcy Code, which
          generally prevents repossessions by creditors for the duration of
          the reorganization period;

      o   the provision of the U.S. Bankruptcy Code allowing the trustee in
          reorganization to use property of the debtor during the
          reorganization period;

      o   Section 1129 of the U.S. Bankruptcy Code, which governs the
          confirmation of plans of reorganization in Chapter 11 cases; and

      o   any power of the bankruptcy court to enjoin a repossession.

      Section 1110 provides, however, in relevant part that the right of a
lessor, conditional vendor or holder of a security interest to take
possession of an aircraft in the event of an event of default may not be
exercised for 60 days following the date of commencement of the
reorganization proceedings, unless specifically permitted by the bankruptcy
court, and may not be exercised at all if, within the 60-day period or any
longer period consented to by the lessor, conditional vendor or holder of a
security interest, the trustee in reorganization agrees to perform the
debtor's obligations that become due on or after that date and cures all


<PAGE>

existing defaults, other than defaults resulting solely from the financial
condition, bankruptcy, insolvency or reorganization of the debtor.

      "Equipment" is defined in Section 1110 of the U.S. Bankruptcy Code, in
part, as an aircraft, aircraft engine, propeller, appliance, or spare part
(as defined in Section 40102 of Title 49 of the U.S. Code) that is subject to
a security interest granted by, leased to, or conditionally sold to a debtor
that is a citizen of the United States (as defined in Section 40102 of Title
49 of the U.S. Code) holding an air carrier operating certificate issued by
the Secretary of Transportation pursuant to chapter 447 of Title 49 of the
U.S. Code for aircraft capable of carrying 10 or more individuals or 6,000
pounds of more of cargo (subject to certain limitations in the case of
equipment first placed in service on or prior to October 22, 1994).

      In connection with any issuance of certificates under this prospectus
and the applicable prospectus supplement, it will be a condition to the pass
through trustee's obligation to purchase equipment notes with respect to each
aircraft that our outside counsel provide its opinion to the pass through
trustee that, so long as we continue to be a "citizen of the United States"
as defined in Section 40102 of Title 49 of the U.S. Code holding an air
carrier operating certificate issued by the Secretary of Transportation
pursuant to Chapter 447 of Title 49 of the U.S. Code for aircraft capable of
carrying 10 or more individuals or 6,000 pounds or more of cargo:

      o   if the aircraft is a leased aircraft, the owner trustee, as lessor
          under the lease for the aircraft, and the loan trustee, as assignee
          of the owner trustee's rights under the lease pursuant to the
          applicable indenture, will be entitled to the benefits of Section
          1110 of the U.S. Bankruptcy Code with respect to the airframe and
          engines comprising the aircraft; or

      o   if the aircraft is an owned aircraft, the loan trustee will be
          entitled to the benefits of Section 1110 with respect to the airframe
          and engines comprising the owned aircraft.

      The opinion will not address the possible replacement of an aircraft
after an "Event of Loss", as defined in the applicable indenture, in the
future.

RANKING OF EQUIPMENT NOTES

      Some of the equipment notes related to one or more aircraft, as
described in the related prospectus supplement, may be subordinated and
junior in right of payment to other equipment notes related to the same
aircraft.  The terms of the subordination, if any, will be described in the
related prospectus supplement.

PAYMENTS AND LIMITATION OF LIABILITY

      We will lease each leased aircraft from an owner trustee for a term
commencing on the delivery date of the aircraft to the owner trustee and
expiring on a date no earlier than the latest maturity date of the related
leased aircraft notes, unless previously terminated as permitted by the terms
of the related lease.  We will make basic rent and other payments under each
lease to an owner trustee, as lessor.  The owner trustee will assign these
payments under the applicable indenture to the related loan trustee to
provide the funds necessary to pay principal of, premium, if any, and
interest due from the owner trustee on the leased aircraft notes issued under
the indenture.  Each lease will provide that under no circumstances will our
rent payments be less than the scheduled payments on the related leased
aircraft notes.  The balance of any basic rent payment under each lease,
after payment of amounts due on the leased aircraft notes issued under the
indenture corresponding to the lease, will be paid over to the applicable
owner trustee.  Our obligation to pay rent and to cause other payments to be
made under each lease will be our direct obligation.

      Except in circumstances in which we purchase a leased aircraft and
assume the related leased aircraft notes, the leased aircraft notes will not
be our direct obligation.  None of the owner trustees, the owner participants
or the loan trustees will be personally liable to any holder of leased
aircraft notes for amounts payable under the leased aircraft notes.  Except
as provided in the indentures relating to the lease aircraft notes, no owner
trustee or loan trustee will be liable for or incur any liability under the


<PAGE>

indentures.  Except in the circumstances described above, all amounts payable
under any leased aircraft notes, other than payments made in connection with
an optional redemption or purchase by the related owner trustee or the
related owner participant, will be made only from:

      o   the assets subject to the lien of the applicable indenture with
          respect to the aircraft or the income and proceeds received by the
          related loan trustee from that aircraft, including rent payable by us
          under the related lease; or

      o   if so provided in the related prospectus supplement, the applicable
          liquidity facility.

      With respect to the leased aircraft notes, except as otherwise provided
in the applicable indenture, no owner trustee will be personally liable for
any amount payable or for any statements, representations, warranties,
agreements or obligations under any indenture or under any leased aircraft
notes.  None of the owner participants will have any duty or responsibility
under the leased aircraft indentures or under the leased aircraft notes to
the related loan trustee or to any holder of any leased aircraft note.

      Our obligations under each owned aircraft indenture and under the owned
aircraft notes will be our direct obligations.

DEFEASANCE OF THE INDENTURES AND THE EQUIPMENT NOTES IN CERTAIN CIRCUMSTANCES

      Unless otherwise specified in the applicable prospectus supplement, an
indenture may provide that the obligations of the related loan trustee, the
related owner trustee or us, as the case may be, under that indenture will be
deemed to have been discharged and paid in full on the 91st day after the
date that money or certain United States government securities, in an
aggregate amount sufficient to pay when due (including as a consequence of
redemption in respect of which notice is given on or prior to the date of the
deposit) principal, premium, if any, and interest on all equipment notes
issued under that indenture, are irrevocably deposited with the related loan
trustee.  The discharge may occur only if, among other things, there has been
published by the IRS a ruling to the effect that holders of the equipment
notes will not recognize income, gain or loss for federal income tax purposes
as a result of the deposit, defeasance and discharge and will be subject to
federal income tax on the same amount and in the same manner and at the same
time as would have been the case if the deposit, defeasance and discharge had
not occurred.

      Upon defeasance of the equipment notes, or upon payment in full of the
principal of, premium, if any, and interest on all equipment notes issued
under any indenture on the applicable maturity date, or upon deposit with the
applicable loan trustee of sufficient money no earlier than one year prior to
the date of maturity, the holders of the equipment notes will have no
beneficial interest in or other rights with respect to the related aircraft
or other assets subject to the lien of the indenture and the lien will
terminate.

ASSUMPTION OF OBLIGATIONS BY CONTINENTAL

      Unless otherwise specified in the applicable prospectus supplement,
upon our purchase of any leased aircraft prior to the end of the applicable
term, we may assume on a full recourse basis all of the obligations of the
owner trustee, other than its obligations in its individual capacity, under
the indenture and the leased aircraft notes relating to that lease.  If we
assume leased aircraft notes, provisions relating to maintenance, possession
and use of the related aircraft, liens and insurance will be incorporated
into the indenture.  If we assume leased aircraft notes in connection with
our purchase of a leased aircraft, leased aircraft notes issued under the
indenture will not be redeemed and will continue to be secured by the
aircraft.

LIQUIDITY FACILITY

      The related prospectus supplement may provide that one or more payments
of interest on the related equipment notes, of one or more series or
distributions made by the pass through trustee of the related pass through
trust, will be supported by a liquidity facility issued by an institution
identified in the related prospectus supplement.  Unless otherwise provided
in the related prospectus supplement, the provider of the liquidity facility
will have a claim upon the assets securing the equipment notes senior to the
claim of the pass through trustee.


<PAGE>

INTERCREDITOR ISSUES

      Equipment notes may be issued in different classes, which means that
the equipment notes may have different payment priorities even though they
are issued by the same borrower and relate to the same aircraft.  If multiple
classes of equipment notes are issued, the related prospectus supplement will
describe the priority of distributions among the equipment notes, any
liquidity facilities, the ability of any class to exercise and/or enforce any
or all remedies with respect to the related aircraft, and, if the equipment
notes are leased aircraft notes, the related lease, and certain other
intercreditor terms and provisions.


<PAGE>

                             U.S. INCOME TAX MATTERS

GENERAL

      Unless otherwise indicated in the applicable prospectus supplement, the
following summary describes all material generally applicable U.S. federal
income tax consequences to certificateholders of the purchase, ownership and
disposition of the certificates offered by this prospectus, and in the
opinion of Hughes Hubbard & Reed LLP, our special tax counsel, is accurate in
all material respects with respect to the matters discussed in this
prospectus.  Except as otherwise specified, the summary is addressed to
beneficial owners of certificates that are citizens or residents of the
United States, corporations, partnerships or other entities created or
organized in or under the laws of the United States or any state therein, or
estates or trusts the income of which is subject to U.S. federal income
taxation regardless of its source, and that will hold the certificates as
capital assets.

      This summary does not address the tax treatment of
U.S. certificateholders that may be subject to special tax rules, such as
banks, insurance companies, dealers in securities or commodities, tax-exempt
entities, holders that will hold certificates as part of a straddle or
holders that have a "functional currency" other than the U.S. dollar, nor,
except as specifically indicated, does it address the tax treatment of
U.S. certificateholders that do not acquire certificates at the public
offering price as part of the initial offering.  The summary is not a
comprehensive description of all of the tax considerations that may be
relevant to a decision to purchase certificates.  This summary does not
describe any tax consequences arising under the laws of any state, locality
or taxing jurisdiction other than the United States.

      The summary is based upon the tax laws and practice of the United
States as in effect on the date of this prospectus, as well as judicial and
administrative interpretations, in final or proposed form, available on or
before that date.  Changes to the existing laws could apply retroactively and
could alter the tax consequences discussed below.  We have not sought any
ruling from the IRS with respect to the federal income tax consequences,
discussed below, and we cannot assure you that the IRS will not take contrary
positions.  The pass through trusts are not indemnified for any federal
income taxes that may be imposed upon them, and the imposition of any such
taxes on a pass through trust could result in a reduction in the amounts
available for distribution to the certificateholders of that pass through
trust.  Prospective investors should consult their own tax advisors with
respect to the federal, state, local and foreign tax consequences to them of
the purchase, ownership and disposition of the certificates.

TAX STATUS OF THE PASS THROUGH TRUSTS

      In the opinion of our special tax counsel, each pass through trust will
be classified as a grantor trust for U.S. federal income tax purposes.

TAXATION OF CERTIFICATEHOLDERS GENERALLY

      A U.S. certificateholder will be treated as owning its pro rata
undivided interest in each of the equipment notes and any other property held
by the related pass through trust.  Accordingly, each
U.S. certificateholder's share of interest paid on the equipment notes will
be taxable as ordinary income, as it is paid or accrued, in accordance with
such U.S. certificateholder's method of accounting, and a U.S.
certificateholder's share of any premium paid on redemption of an equipment
note will be treated as capital gain.  If a pass through trust is supported
by a liquidity facility, any amounts received by the pass through trust under
the liquidity facility with respect to unpaid interest will be treated for
U.S. federal income tax purposes as having the same characteristics as the
payments they replace.  If we assume an owner trust's obligations under
leased aircraft notes, the assumption would be treated for federal income tax
purposes as a taxable exchange of the leased aircraft notes, resulting in
recognition of gain or loss by the U.S. certificateholder.

      Each U.S. certificateholder will be entitled to deduct, consistent with
its method of accounting, its pro rata share of fees and expenses paid or
incurred by the corresponding pass through trust as provided in Section 162
or 212 of the Internal Revenue Code of 1986, as amended, referred to herein


<PAGE>

as the "Code".  Certain fees and expenses, including fees paid to the pass
through trustee and the provider of the liquidity facility, if applicable,
will be paid by parties other than the certificateholders.  These fees and
expenses could be treated as constructively received by the pass through
trust, in which event a U.S. certificateholder will be required to include in
income and will be entitled to deduct its pro rata share of the fees and
expenses.  If a U.S. certificateholder is an individual, estate or trust, the
deduction for the certificateholder's share of fees or expenses will be
allowed only to the extent that all of the certificateholder's miscellaneous
itemized deductions, including the certificateholder's share of fees and
expenses, exceed 2% of the certificateholder's adjusted gross income.  In
addition, in the case of U.S. certificateholders who are individuals, certain
otherwise allowable itemized deductions will be subject generally to
additional limitations on itemized deductions under applicable provisions of
the Code.

EFFECT OF SUBORDINATION OF CERTIFICATEHOLDERS OF SUBORDINATED TRUSTS

      In the event that any pass through trust is subordinated in right of
payment to any other pass through trust and the subordinated trust receives
less than the full amount of the interest, principal or premium paid with
respect to the equipment notes held by it because of the subordination of
such pass through trust, the certificateholders of the subordinated trust
would probably be treated for federal income tax purposes as if they had:

      o   received as distributions their full share of interest, principal, or
          premium;

      o   paid over to the preferred class of certificateholders an amount equal
          to their share of the amount of the shortfall; and

      o   retained the right to reimbursement of the amount of the shortfall to
          the extent of future amounts payable to the certificateholders of
          the subordinated trust on account of the shortfall.

      Under this analysis:

      o   subordinated certificateholders incurring a shortfall would be
          required to include as current income any interest or other income of
          the subordinated trust that was a component of the shortfall, even
          though that amount was in fact paid to a preferred class of
          certificateholders;

      o   a loss would only be allowed to subordinated certificateholders when
          their right to receive reimbursement of the shortfall becomes
          worthless; that is, when it becomes clear that funds will not be
          available from any source to reimburse the shortfall; and

      o   reimbursement of the shortfall before a claim of worthlessness would
          not be taxable income to certificateholders because the amount
          reimbursed would have been previously included in income.

These results should not significantly affect the inclusion of income for
certificateholders on the accrual method of accounting, but could accelerate
inclusion of income to certificateholders on the cash method of accounting
by, in effect, placing them on the accrual method.

ORIGINAL ISSUE DISCOUNT

      The equipment notes may be issued with original issue discount,
referred to as OID.  The prospectus supplement will state whether any
equipment notes to be held by the related pass through trust will be issued
with OID.  Generally, a holder of a debt instrument issued with OID that is
not negligible must include the OID in income for federal income tax purposes
as it accrues, in advance of the receipt of the cash attributable to such
income, under a method that takes into account the compounding of interest.

SALE OR OTHER DISPOSITION OF THE CERTIFICATES

      Upon the sale, exchange or other disposition of a certificate, a
U.S. certificateholder generally will recognize capital gain or loss equal to
the difference between the amount realized on the disposition, other than any


<PAGE>

amount attributable to accrued interest which will be taxable as ordinary
income, and the U.S. certificateholder's adjusted tax basis in the related
equipment notes and any other property held by the corresponding pass through
trust.  Any gain or loss will be long-term capital gain or loss to the extent
attributable to property held by the pass through trust for more than one
year.  In the case of individuals, estates, and trusts, the maximum rate of
tax on net long-term capital gains generally is 20%.

FOREIGN CERTIFICATEHOLDERS

      Subject to the discussion of backup withholding below, payments of
principal and interest (including any OID) on the equipment notes to, or on
behalf of, any beneficial owner of a certificate that is not a U.S. person
will not be subject to U.S. federal withholding tax provided that:

      o   the non-U.S. certificateholder does not actually or constructively own
          10% or more of the total combined voting power of all classes of
          stock of an owner participant or us;

      o   the non-U.S. certificateholder is not a bank receiving interest
          pursuant to a loan agreement entered into in the ordinary course of
          its trade or business, or a controlled foreign corporation for U.S.
          tax purposes that is related to an owner participant or us; and

      o   certain certification requirements (including identification of the
          beneficial owner of the certificate) are complied with.

      Any capital gain realized upon the sale, exchange, retirement or other
disposition of a certificate or upon receipt of premium paid on an equipment
note by a non-U.S. certificateholder will not be subject to U.S. federal
income or withholding taxes if (i) such gain is not effectively connected
with a U.S. trade or business of the non-U.S. certificateholder and (ii) in
the case of an individual, such non-U.S. certificateholder is not present in
the United States for 183 days or more in the taxable year of the sale,
exchange, retirement or other disposition or receipt.

BACKUP WITHHOLDING

      Payments made on the certificates will not be subject to a backup
withholding tax of 31% unless, in general, the certificateholder fails to
comply with certain reporting procedures or otherwise fails to establish an
exemption from such tax under applicable provisions of the Code.

                              ERISA CONSIDERATIONS

      Unless otherwise indicated in the applicable prospectus supplement, the
certificates may, subject to certain legal restrictions, be purchased and
held by an employee benefit plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, referred to as "ERISA,"
or an individual retirement account or an employee benefit plan subject to
section 4975 of the Code.  A fiduciary of an employee benefit plan must
determine that the purchase and holding of a certificate is consistent with
its fiduciary duties under ERISA and does not result in a non-exempt
prohibited transaction as defined in section 406 of ERISA or section 4975 of
the Code.  Employee benefit plans which are governmental plans, as defined in
section 3(32) of ERISA, and certain church plans, as defined in section 3(33)
of ERISA, are not subject to Title I of ERISA or section 4975 of the Code.
The certificates may, subject to certain legal restrictions, be purchased and
held by such plans.

                              PLAN OF DISTRIBUTION

      Certificates may be sold to one or more underwriters for public
offering and resale by them.  Certificates may also be sold to investors or
other persons directly or through one or more dealers or agents.  Any
underwriter, dealer or agent involved in the offer and sale of the
certificates will be named in an applicable prospectus supplement.

      The certificates may be sold:


<PAGE>

      o   at a fixed price or prices, which may be changed;

      o   at market prices prevailing at the time of sale;

      o   at prices related to prevailing market prices; or

      o   at negotiated prices.

      Dealer trading may take place in certain of the certificates, including
certificates not listed on any securities exchange.  We do not intend to
apply for listing of the certificates on a national securities exchange.
From time to time, we also may authorize underwriters acting as our agents to
offer and sell the certificates upon the terms and conditions as will be set
forth in any prospectus supplement.

      In connection with the sale of certificates, underwriters may be deemed
to have received compensation from us in the form of underwriting discounts
or commissions and may also receive commissions from purchasers of
certificates for whom they may act as agent.  Underwriters may sell
certificates to or through dealers, and those dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions, which may be changed from time to time, from
the purchasers for whom they may act as agent.

      If a dealer is used directly by us in the sale of certificates in
respect of which this prospectus is delivered, we will sell the certificates
to the dealer, as principal.  The dealer may then resell the certificates to
the public at varying prices to be determined by the dealer at the time of
resale.  The dealer will be named in, and the terms of the sale, will be set
forth in the applicable prospectus supplement.

      Certificates may be offered and sold through agents designated by us
from time to time.  The agent involved in the offer or sale of the
certificates will be named in, and any commissions payable by us to the agent
will be set forth in, the applicable prospectus supplement.  Unless otherwise
indicated in the applicable prospectus supplement, the agent will be acting
on a best efforts basis for the period of its appointment.

      We may solicit directly offers to purchase certificates, and
certificates may be sold directly to institutional investors or others who
may be deemed to be underwriters within the meaning of the Securities Act
with respect to any resale.  The terms of these sales will be described in
the applicable prospectus supplement.  Except as set forth in the applicable
prospectus supplement, no director, officer or employee of ours will solicit
or receive a commission in connection with direct sales by us of the
certificates, although those persons may respond to inquiries by potential
purchasers and perform ministerial and clerical work in connection with our
direct sales.

      Any underwriting compensation that we pay to underwriters, dealers or
agents in connection with the offering of certificates, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in an applicable prospectus supplement.

      Underwriters, dealers and agents participating in the distribution of
the certificates may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
certificates may be deemed to be underwriting discounts and commissions under
the Securities Act.  Underwriters, dealers and agents may be entitled under
agreements with us to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act, and to
reimbursement by us for certain expenses.

      Underwriters, dealers and agents may engage in transactions with, or
perform services for, us and our subsidiaries in the ordinary course of
business.

      If so indicated in an applicable prospectus supplement and subject to
existing market conditions, we will authorize dealers acting as our agents to
solicit offers by certain institutions to purchase certificates from us at
the public offering price set forth in the applicable prospectus supplement
pursuant to delayed delivery contracts.  These contracts will provide for
payment and delivery on the date or dates stated in the applicable prospectus
supplement.  Each contract will be for an amount not less than, and the


<PAGE>

aggregate principal amount of certificates sold pursuant to these contracts
will not be less nor more than, the respective amounts stated in the
applicable prospectus supplement.  Institutions with whom these contracts,
when authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but will in all cases be subject to our
approval.  These contracts will not be subject to any conditions, except for
the condition that the purchase by an institution of the certificates not be
prohibited at the time of delivery under the laws of any jurisdiction in the
United States to which the institution is subject.  A commission set forth in
the applicable prospectus supplement will be granted to underwriters and
agents soliciting purchases of certificates pursuant to contracts accepted by
us.  Agents and underwriters will have no responsibility in respect of the
delivery or performance of these contracts.

      If an underwriter or underwriters is used in the sale of any
certificates, the applicable prospectus supplement will state the intention,
if any, of the underwriters at the date of the prospectus supplement to make
a market in the certificates.  We cannot assure you that there will be a
market for the certificates.

      The place and time of delivery for the certificates in respect of which
this prospectus is delivered will be set forth in the applicable prospectus
supplement.

                                 LEGAL OPINIONS

      Unless otherwise indicated in the applicable prospectus supplement, our
counsel, Hughes Hubbard & Reed LLP, New York, New York, will render an
opinion with respect to the validity of the certificates being offered by
such prospectus supplement. Unless otherwise indicated in the applicable
prospectus supplement, Hughes Hubbard & Reed LLP will rely on the opinion of
counsel for the pass through trustee as to certain matters relating to the
authorization, execution and delivery of the certificates by, and the valid
and binding effect on, the pass through trustee.

                                     EXPERTS

      Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K
for the year ended December 31, 1998, as set forth in their reports, which
are incorporated by reference in this prospectus and elsewhere in the
registration statement.  Our financial statements and schedule are, and
audited consolidated financial statements to be included in subsequently
filed documents will be, incorporated by reference in reliance on Ernst &
Young LLP's reports pertaining to such financial statements, to the extent
covered by consents filed with the SEC, given on their authority as experts
in auditing and accounting.


<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

      The estimated expenses in connection with this offering, other than
underwriting discounts and commissions, are:


<TABLE>
<CAPTION>

<S>                                                                <C>       
Securities and Exchange Commission registration filing fee ......  $  298,050
Printing and engraving expenses .................................     400,000*
Trustee fees and expenses .......................................      25,000*
Accounting fees and expenses ....................................     100,000*
Rating agency fees ..............................................      85,000*
Legal fees and expenses .........................................     500,000*
Miscellaneous ...................................................      91,950*
                                                                   ----------
      Total .....................................................  $1,500,000*
                                                                   ===========
</TABLE>


-----------------

* Estimates.

ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Certificate of Incorporation and By-Laws provide that
directors, officers, employees and agents shall be indemnified to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law (the
"GCL").

      Section 145 of the GCL authorizes, among other things, a corporation to
indemnify any person ("indemnitee") who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that such person is or was an officer or director of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise.  The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  A Delaware corporation
may indemnify past or present officers and directors of such corporation or
of another corporation or other enterprise at the former corporation's
request, in an action by or in the right of the corporation to procure a
judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation.  Where an officer or director is
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation
must indemnify him against the expenses (including attorneys' fees) which he
actually and reasonably incurred in connection therewith.  Section 145
further provides that any indemnification shall be made by the corporation
only as authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs.  Section 145 provides that indemnification pursuant to
its provision is not exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.


<PAGE>

      Section 145 of the GCL also empowers the Company to purchase and
maintain insurance on behalf of any person who is or was an officer or
director of the Company against liability asserted against or incurred by him
in any such capacity, whether or not the Company would have the power to
indemnify such officer or director against such liability under the
provisions of Section 145.  The Company maintains a directors' and officers'
liability policy for such purposes.

      The Certificate of Incorporation and By-Laws also limit the personal
liability of directors to the Company and its stockholders for monetary
damages resulting from certain breaches of the directors' fiduciary duties.
The By-Laws of the Company provide as follows:

            "No Director of the Corporation shall be personally liable to the
      Corporation or its stockholders for monetary damage 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."

ITEM 16.    EXHIBITS

      Reference is made to the Exhibit Index which immediately precedes the
exhibits filed with this registration statement, which is incorporated herein
by reference.

ITEM 17.    UNDERTAKINGS

      The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being
            made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by section
            10(a)(3) of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration statement
            (or the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental change
            in the information set forth in the registration statement.
            Notwithstanding the foregoing, any increase or decrease in volume
            of securities offered (if the total dollar value of securities
            offered would not exceed that which was registered) and any
            deviation from the low or high end of the estimated maximum
            offering range may be reflected in the form of prospectus filed
            with the Commission pursuant to Rule 424(b) if, in the aggregate,
            the changes in volume and price represent no more than a 20%
            change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective
            registration statement; and

                  (iii) To include any material information with respect to
            the plan of distribution not previously disclosed in the
            registration statement or any material change to such information
            in the registration statement;

      PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
      the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed with or
      furnished to the Commission by the registrant pursuant to section 13 or
      section 15(d) of the Securities Exchange Act of 1934 that are
      incorporated by reference in the registration statement.


<PAGE>

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall
            be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities
            at that time shall be deemed to be the initial bona fide offering
            thereof.

      (3)   To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain
            unsold at the termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


<PAGE>


                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Houston, State of Texas, on November
29, 1999.


                                    CONTINENTAL AIRLINES, INC.



                                    By /S/ JEFFERY A. SMISEK
                                      ------------------------------------------
                                      Jeffery A. Smisek
                                      Executive Vice President,
                                      General Counsel and Secretary

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on November 29, 1999.

               SIGNATURE                                    TITLE
               ---------                                    -----

                  *                      Chairman of the Board, Chief Executive
-------------------------------------    Officer (Principal Executive Officer)
           Gordon M. Bethune             and Director


                  *                      Executive Vice President and Chief
-------------------------------------    Financial Officer
          Lawrence W. Kellner            (Principal Financial Officer)


                  *                      Staff Vice President and Controller
-------------------------------------    (Principal Accounting Officer)
             Chris T. Kenny


                                         Director
-------------------------------------
         Thomas J. Barrack, Jr.


                  *                      President, Chief Operating Officer and
-------------------------------------    Director
          Gregory D. Brenneman           


                  *                      Director
-------------------------------------
            David Bonderman


                  *                      Director
-------------------------------------
          Kirbyjon H. Caldwell


                  *                      Director
-------------------------------------
             Patrick Foley


                  *                      Director
-------------------------------------
        Douglas H. McCorkindale


                  *                      Director
-------------------------------------
          George G. C. Parker


<PAGE>

                  *                      Director
-------------------------------------
            Richard W. Pogue


                  *                      Director
-------------------------------------
          William S. Price III


                  *                      Director
-------------------------------------
            Donald L. Sturm


                  *                      Director
-------------------------------------
         Karen Hastie Williams


                  *                      Director
-------------------------------------
          Charles A. Yamarone

* By: /S/ JEFFERY A. SMISEK
     --------------------------------
          Jeffery A. Smisek
          Attorney-in-fact


<PAGE>


<TABLE>
<CAPTION>


                                EXHIBIT INDEX


EXHIBIT NO.              EXHIBIT
-----------              -------
<S>                      <C>
4.1                      Form of Pass Through Trust Agreement--filed as Exhibit
                         4.1 to the Company's registration statement on Form
                         S-3 (No. 333-31285) (the "July 1997 S-3") and
                         incorporated herein by reference*

5.1                      Opinion of Hughes Hubbard & Reed LLP

12.1                     Computation of Ratio of Earnings to Fixed Charges

23.1                     Consent of Ernst & Young LLP

23.2                     Consent of Hughes Hubbard & Reed LLP (included in its
                         opinion filed as exhibit 5.1)

24.1                     Powers of Attorney

25.1                     Statement of Eligibility of Wilmington Trust Company
                         on Form T-1 with respect to the Pass Through Trust
                         Agreement

</TABLE>



-----------------

* The Pass Through Trust Agreement was previously qualified under the Trust
  Indenture Act of 1939 in connection with the July 1997 S-3.






                                                                     EXHIBIT 5.1


HUGHES HUBBARD & REED LLP
-------------------------                        One Battery Park Plaza
                                                 New York, New York 10004-1482
                                                 Telephone: 212-837-6000
                                                 Facsimile: 212-422-4726









                                          November 29, 1999



Continental Airlines, Inc.
1600 Smith Street
Houston, Texas  77002

            Re:   Continental Airlines, Inc.
                  Registration Statement on Form S-3
                  ----------------------------------

Ladies and Gentlemen:

            We have acted as your counsel in connection with the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), with respect to pass through certificates (the "Pass
Through Certificates") expected to be issued by one or more trusts (each, a
"Trust") to be formed by Continental Airlines, Inc. (the "Company").  Such
Trusts are expected to acquire certain equipment notes relating to aircraft
to be leased or owned by the Company.  The Pass Through Certificates are
expected to be issued and sold from time to time pursuant to Rule 415 under
the Act for an aggregate initial offering price not to exceed $1,500,000,000
or the equivalent thereof in one or more foreign currencies or composite
currencies.

            The Pass Through Certificates will be issued in one or more
series under the Pass Through Trust Agreement dated
 as of September 25, 1997,
between the Company and Wilmington Trust Company ("WTC"), the trustee
thereunder (the "Basic Pass Through Trust Agreement"), the form of which has
been filed as an exhibit to the Registration Statement, as supplemented by a
separate trust supplement (each, a "Trust Supplement") relating to each such
series.

            We have examined the Certificate of Incorporation and By-Laws of
the Company and the Basic Pass Through Trust Agreement, and we have assumed
that the Basic Pass Through Trust Agreement was duly authorized, executed and
delivered by, and is the valid and binding obligation of, WTC, as trustee.
In addition, we have examined, and have relied as to matters of fact upon,
originals or copies, certified or otherwise identified to our satisfaction,
of such corporate records, agreements, documents and other instruments and
such certificates or comparable documents of public officials and of officers


<PAGE>

HUGHES HUBBARD & REED LLP
-------------------------

                                                                        Page 2




and representatives of the Company, and have made such other and further
investigations as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.

            Based upon and subject to the foregoing, we are of the opinion
that, with respect to each series of Pass Through Certificates, when (i) the
applicable provisions of the Act and such "blue sky" or state securities laws
as may be applicable shall have been complied with, (ii) the Trust Supplement
relating to such series has been duly authorized and validly executed and
delivered by the Company and WTC, as trustee under the Basic Pass Through
Trust Agreement, (iii) the Board of Directors of the Company has taken all
necessary corporate action to approve the terms of the offering of such
series of Pass Through Certificates and related matters and (iv) the Pass
Through Certificates of such series have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Basic Pass
Through Trust Agreement, as supplemented by the related Trust Supplement, and
the applicable definitive purchase, underwriting or similar agreement
approved by the Board of Directors of the Company and upon payment of the
consideration therefor provided for therein, such series of Pass Through
Certificates will be legally issued and binding obligations of WTC, as
trustee of the applicable Trust.

            We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State
of New York, the federal law of the United States and the Delaware General
Corporation Law.  We have assumed that each Trust Supplement will be governed
by the laws of the State of New York.

            We hereby consent to the filing of this opinion as an exhibit to
said Registration Statement and we further consent to the use of our name in
the Registration Statement under the caption "Legal Opinions".  In giving
this consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission thereunder.


                                          Very truly yours,


                                          /s/ Hughes Hubbard & Reed LLP




                                                                    EXHIBIT 12.1


<TABLE>
<CAPTION>

CONTINENTAL AIRLINES, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS)

                         Nine Months
                           Ended
                          9/30/99       1998       1997       1996        1995     1994
                         -----------   ------     ------     ------      ------   ------
<S>                        <C>        <C>        <C>        <C>         <C>       <C>
Earnings:
  Earnings (Loss) Before
   Income Taxes,
   Minority Interest
   and Extraordinary
   Items                   $  551     $  648     $  639     $  428      $  310    $(651)

  Plus:
   Interest Expense           168        178        166        165         213      241
   Capitalized Interest       (42)       (55)       (35)        (5)         (6)     (17)
   Amortization of
     Capitalized Interest       9          5          3          3           2        1
   Portion of Rent Expense
     Representative of
     Interest Expense         528        461        400        359         360      337
                           ------     ------     ------     ------      ------    ------
                            1,214      1,237      1,173        950         879      (89)
                           ------     ------     ------     ------      ------    ------

Fixed Charges:
  Interest Expense            168        178        166        165         213      241
  Portion of Rent Expense
     Representative of
     Interest Expense         528        461        400        359         360      337
                           ------     ------     ------     ------      ------    ------ 
Total Fixed Charges           696        639        566        524         573      578
                           ------     ------     ------     ------      ------    ------
Coverage Adequacy          $  518     $  598     $  607     $  426      $  306    $(667)
  (Deficiency)             ======     ======     ======     ======      ======    ======
Coverage Ratio               1.74       1.94       2.07       1.81        1.53      n/a
                           ======     ======     ======     ======      ======    ======

</TABLE>








                                                                    EXHIBIT 23.1



                       CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Continental
Airlines, Inc. (the "Company") for the registration of $1,500,000,000 of Pass
Through Certificates and to the incorporation by reference therein of our
reports dated January 20, 1999 with respect to the consolidated financial
statements and schedule of the Company included in its Annual Report (Form 10-K)
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.

                                          /s/ Ernst & Young LLP


Houston, Texas
November 23, 1999






                                                                    EXHIBIT 24.1


                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to
 each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ GORDON M. BETHUNE
                              ----------------------------------------------
                              Gordon M. Bethune
                              Chairman of the Board, Chief Executive Officer
                              and Director
                              Continental Airlines, Inc.


<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Jeffery A. Smisek,
Jennifer L. Vogel and Scott R. Peterson, and each or any of them, his or her
true and lawful attorneys-in-fact and agents (with full power to each of them
to act alone), with full power of substitution and resubstitution for him or
her and in his or her name, place and stead in any and all capacities, to
sign the Registration Statement on Form S-3, or other appropriate Form,
relating to the offer of up to $1,500,000,000 aggregate face amount of pass
through certificates (collectively, the "Securities") (which amount includes
$427,878,000 unissued balance of pass through certificates under a shelf
registration statement of Continental Airlines, Inc. that became effective on
August 25, 1998), and any and all amendments (including post-effective
amendments) or supplements to such Registration Statement, and to file the
same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done (with full power
to each of them to act alone), as fully and to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

Date:  November 29, 1999


                              /S/ LAWRENCE W. KELLNER
                              ----------------------------
                              Lawrence W. Kellner
                              Executive Vice President and
                              Chief Financial Officer
                              Continental Airlines, Inc.


<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ CHRIS T. KENNY                        
                              -----------------------------------
                              Chris T. Kenny
                              Staff Vice President and Controller
                              Continental Airlines, Inc.


<PAGE>
                              POWER OF ATTORNEY

       The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any of
them, his or her true and lawful attorneys-in-fact and agents (with full power
to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any and
all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate face
amount of pass through certificates (collectively, the "Securities") (which
amount includes $427,878,000 unissued balance of pass through certificates under
a shelf registration statement of Continental Airlines, Inc. that became
effective on August 25, 1998), and any and all amendments (including
post-effective amendments) or supplements to such Registration Statement, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done (with full power to each
of them to act alone), as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.

Date:  November 29, 1999


                              /S/ GREGORY D. BRENNEMAN                  
                              -----------------------------------------------
                              Gregory D. Brenneman
                              President, Chief Operating Officer and Director
                              Continental Airlines, Inc.



<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ DAVID BONDERMAN                       
                              --------------------------
                              David Bonderman
                              Director
                              Continental Airlines, Inc.


<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ KIRBYJON H. CALDWELL
                              --------------------------
                              Kirbyjon H. Caldwell
                              Director
                              Continental Airlines, Inc.


<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ PATRICK FOLEY
                              --------------------------
                              Patrick Foley
                              Director
                              Continental Airlines, Inc.


<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ DOUGLAS H. MCCORKINDALE
                              ---------------------------
                              Douglas H. McCorkindale
                              Director
                              Continental Airlines, Inc.



<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ GEORGE G. C. PARKER
                              --------------------------
                              George G. C. Parker
                              Director
                              Continental Airlines, Inc.



<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ RICHARD W. POGUE                      
                              --------------------------
                              Richard W. Pogue
                              Director
                              Continental Airlines, Inc.



<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ WILLIAM S. PRICE III                  
                              --------------------------
                              William S. Price III
                              Director
                              Continental Airlines, Inc.



<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ DONALD L. STURM                       
                              --------------------------
                              Donald L. Sturm
                              Director
                              Continental Airlines, Inc.



<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ KAREN HASTIE WILLIAMS
                              --------------------------
                              Karen Hastie Williams
                              Director
                              Continental Airlines, Inc.



<PAGE>

                              POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Lawrence W. Kellner,
Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson, and each or any
of them, his or her true and lawful attorneys-in-fact and agents (with full
power to each of them to act alone), with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any
and all capacities, to sign the Registration Statement on Form S-3, or other
appropriate Form, relating to the offer of up to $1,500,000,000 aggregate
face amount of pass through certificates (collectively, the "Securities")
(which amount includes $427,878,000 unissued balance of pass through
certificates under a shelf registration statement of Continental Airlines,
Inc. that became effective on August 25, 1998), and any and all amendments
(including post-effective amendments) or supplements to such Registration
Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done (with full power to each of them to act alone), as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Date:  November 29, 1999


                              /S/ CHARLES A. YAMARONE                   
                              --------------------------
                              Charles A. Yamarone
                              Director
                              Continental Airlines, Inc.




                                                                    EXHIBIT 25.1


                                Registration No.:
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)   X
                   --- 
                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

      Delaware                                          51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                           CONTINENTAL AIRLINES, INC.

               (Exact name of obligor as specified in its charter)

       Delaware                                          74-2099724
(State of incorporation)                    (I.R.S. employer identification no.)

1600 Smith Street, Dept. HQSEO
       Houston, Texas                                       77002
(Address of principal executive offices)                  (Zip Code)

                            Pass through Certificates
                       (Title of the indenture securities)


<PAGE>

ITEM 1.      GENERAL INFORMATION.

             Furnish the following information as to the trustee:

        (a)  Name and address of each examining or supervising
 authority to
             which it is subject.


             Federal Deposit Insurance Co.      State Bank Commissioner
             Five Penn Center                   Dover, Delaware
             Suite #2901
             Philadelphia, PA

        (b)  Whether it is authorized to exercise corporate trust powers.

             The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

             If the obligor is an affiliate of the trustee, describe each
affiliation:

             Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is not an
affiliate of the trustee.

ITEM 3.  LIST OF EXHIBITS.

             List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

        A.   Copy of the Charter of Wilmington Trust Company, which includes
             the certificate of authority of Wilmington Trust Company to
             commence business and the authorization of Wilmington Trust
             Company to exercise corporate trust powers.
        B.   Copy of By-Laws of Wilmington Trust Company.
        C.   Consent of Wilmington Trust Company required by Section 321(b)
             of Trust Indenture Act.
        D.   Copy of most recent Report of Condition of Wilmington Trust
             Company.

        Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 23 day
of November, 1999.


                                                WILMINGTON TRUST COMPANY
[SEAL]


Attest: /S/ PATRICIA A. EVANS                   By: /S/ DONALD G. MACKELCAN
       ----------------------                      ------------------------
       Assistant Secretary                      Name:  Donald G. MacKelcan
                                                Title: Vice President


<PAGE>

                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                      OF

                           WILMINGTON TRUST COMPANY

        Wilmington Trust Company, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate
the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and
the name of which company was changed to "Wilmington Trust Company" by an
amendment filed in the Office of the Secretary of State on March 18, A.D.
1903, and the Charter or Act of Incorporation of which company has been from
time to time amended and changed by merger agreements pursuant to the
corporation law for state banks and trust companies of the State of Delaware,
does hereby alter and amend its Charter or Act of Incorporation so that the
same as so altered and amended shall in its entirety read as follows:

        First: - The name of this corporation is Wilmington Trust Company.

        Second: - The location of its principal office in the State of
        Delaware is at Rodney Square North, in the City of Wilmington, County
        of New Castle; the name of its resident agent is Wilmington Trust
        Company whose address is Rodney Square North, in said City.  In
        addition to such principal office, the said corporation maintains and
        operates branch offices in the City of Newark, New Castle County,
        Delaware, the Town of Newport, New Castle County, Delaware, at
        Claymont, New Castle County, Delaware, at Greenville, New Castle
        County Delaware, and at Milford Cross Roads, New Castle County,
        Delaware, and shall be empowered to open, maintain and operate branch
        offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120
        Market Street, and 3605 Market Street, all in the City of Wilmington,
        New Castle County, Delaware, and such other branch offices or places
        of business as may be authorized from time to time by the agency or
        agencies of the government of the State of Delaware empowered to
        confer such authority.


<PAGE>

        Third: - (a) The nature of the business and the objects and purposes
        proposed to be transacted, promoted or carried on by this Corporation
        are to do any or all of the things herein mentioned as fully and to
        the same extent as natural persons might or could do and in any part
        of the world, viz.:

             (1)  To sue and be sued, complain and defend in any Court of law
             or equity and to make and use a common seal, and alter the seal
             at pleasure, to hold, purchase, convey, mortgage or otherwise
             deal in real and personal estate and property, and to appoint
             such officers and agents as the business of the Corporation
             shall require, to make by-laws not inconsistent with the
             Constitution or laws of the United States or of this State, to
             discount bills, notes or other evidences of debt, to receive
             deposits of money, or securities for money, to buy gold and
             silver bullion and foreign coins, to buy and sell bills of
             exchange, and generally to use, exercise and enjoy all the
             powers, rights, privileges and franchises incident to a
             corporation which are proper or necessary for the transaction of
             the business of the Corporation hereby created.

             (2)  To insure titles to real and personal property, or any
             estate or interests therein, and to guarantee the holder of such
             property, real or personal, against any claim or claims, adverse
             to his interest therein, and to prepare and give certificates of
             title for any lands or premises in the State of Delaware, or
             elsewhere.

             (3)  To act as factor, agent, broker or attorney in the receipt,
             collection, custody, investment and management of funds, and the
             purchase, sale, management and disposal of property of all
             descriptions, and to prepare and execute all papers which may be
             necessary or proper in such business.

             (4)  To prepare and draw agreements, contracts, deeds, leases,
             conveyances, mortgages, bonds and legal papers of every
             description, and to carry on the business of conveyancing in all
             its branches.

             (5)  To receive upon deposit for safekeeping money, jewelry,
             plate, deeds, bonds and any and all other personal property of
             every sort and kind, from executors, administrators, guardians,
             public officers, courts, receivers, assignees, trustees, and
             from all fiduciaries, and from all other persons and
             individuals, and from all corporations whether state, municipal,
             corporate or private, and to rent boxes, safes, vaults and other
             receptacles for such property.

             (6)  To act as agent or otherwise for the purpose of
             registering, issuing, certificating, countersigning,
             transferring or underwriting the stock, bonds or other
             obligations of any corporation, association, state or
             municipality, and may receive and manage any sinking fund
             therefor on such terms as may be agreed upon between the two


<PAGE>

             parties, and in like manner may act as Treasurer of any
             corporation or municipality.

             (7)  To act as Trustee under any deed of trust, mortgage, bond
             or other instrument issued by any state, municipality, body
             politic, corporation, association or person, either alone or in
             conjunction with any other person or persons, corporation or
             corporations.

             (8)  To guarantee the validity, performance or effect of any
             contract or agreement, and the fidelity of persons holding
             places of responsibility or trust; to become surety for any
             person, or persons, for the faithful performance of any trust,
             office, duty, contract or agreement, either by itself or in
             conjunction with any other person, or persons, corporation, or
             corporations, or in like manner become surety upon any bond,
             recognizance, obligation, judgment, suit, order, or decree to be
             entered in any court of record within the State of Delaware or
             elsewhere, or which may now or hereafter be required by any law,
             judge, officer or court in the State of Delaware or elsewhere.

             (9)  To act by any and every method of appointment as trustee,
             trustee in bankruptcy, receiver, assignee, assignee in
             bankruptcy, executor, administrator, guardian, bailee, or in any
             other trust capacity in the receiving, holding, managing, and
             disposing of any and all estates and property, real, personal or
             mixed, and to be appointed as such trustee, trustee in
             bankruptcy, receiver, assignee, assignee in bankruptcy,
             executor, administrator, guardian or bailee by any persons,
             corporations, court, officer, or authority, in the State of
             Delaware or elsewhere; and whenever this Corporation is so
             appointed by any person, corporation, court, officer or
             authority such trustee, trustee in bankruptcy, receiver,
             assignee, assignee in bankruptcy, executor, administrator,
             guardian, bailee, or in any other trust capacity, it shall not
             be required to give bond with surety, but its capital stock
             shall be taken and held as security for the performance of the
             duties devolving upon it by such appointment.

             (10)  And for its care, management and trouble, and the exercise
             of any of its powers hereby given, or for the performance of any
             of the duties which it may undertake or be called upon to
             perform, or for the assumption of any responsibility the said
             Corporation may be entitled to receive a proper compensation.

             (11)  To purchase, receive, hold and own bonds, mortgages,
             debentures, shares of capital stock, and other securities,
             obligations, contracts and evidences of indebtedness, of any
             private, public or municipal corporation within and without the
             State of Delaware, or of the Government of the United States, or
             of any state, territory, colony, or possession thereof, or of
             any foreign government or country; to receive, collect, receipt
             for, and dispose of interest, dividends and income upon and from
             any of the bonds, mortgages, debentures, notes, shares of


<PAGE>

             capital stock, securities, obligations, contracts, evidences of
             indebtedness and other property held and owned by it, and to
             exercise in respect of all such bonds, mortgages, debentures,
             notes, shares of capital stock, securities, obligations,
             contracts, evidences of indebtedness and other property, any and
             all the rights, powers and privileges of individual owners
             thereof, including the right to vote thereon; to invest and deal
             in and with any of the moneys of the Corporation upon such
             securities and in such manner as it may think fit and proper,
             and from time to time to vary or realize such investments; to
             issue bonds and secure the same by pledges or deeds of trust or
             mortgages of or upon the whole or any part of the property held
             or owned by the Corporation, and to sell and pledge such bonds,
             as and when the Board of Directors shall determine, and in the
             promotion of its said corporate business of investment and to
             the extent authorized by law, to lease, purchase, hold, sell,
             assign, transfer, pledge, mortgage and convey real and personal
             property of any name and nature and any estate or interest
             therein.

        (b)  In furtherance of, and not in limitation, of the powers
        conferred by the laws of the State of Delaware, it is hereby
        expressly provided that the said Corporation shall also have the
        following powers:

             (1)  To do any or all of the things herein set forth, to the
             same extent as natural persons might or could do, and in any
             part of the world.

             (2)  To acquire the good will, rights, property and franchises
             and to undertake the whole or any part of  the assets and
             liabilities of any person, firm, association or corporation, and
             to pay for the same in cash, stock of this Corporation, bonds or
             otherwise; to hold or in any manner to dispose of the whole or
             any part of the property so purchased; to conduct in any lawful
             manner the whole or any part of any business so acquired, and to
             exercise all the powers necessary or convenient in and about the
             conduct and management of such business.

             (3)  To take, hold, own, deal in, mortgage or otherwise lien,
             and to lease, sell, exchange, transfer, or in any manner
             whatever dispose of property, real, personal or mixed, wherever
             situated.

             (4)  To enter into, make, perform and carry out contracts of
             every kind with any person, firm, association or corporation,
             and, without limit as to amount, to draw, make, accept, endorse,
             discount,  execute and issue promissory notes, drafts, bills of
             exchange, warrants, bonds, debentures, and other negotiable or
             transferable instruments.

             (5)  To have one or more offices, to carry on all or any of its
             operations and businesses, without restriction to the same
             extent as natural persons might or could do, to purchase or
             otherwise acquire, to hold, own, to mortgage, sell, convey or
             otherwise dispose of, real and personal property, of every class


<PAGE>

             and description, in any State, District, Territory or Colony of
             the United States, and in any foreign country or place.

             (6)  It is the intention that the objects, purposes and powers
             specified and clauses contained in this paragraph shall (except
             where otherwise expressed in said paragraph) be nowise limited
             or restricted by reference to or inference from the terms of any
             other clause of this or any other paragraph in this charter, but
             that the objects, purposes and powers specified in each of the
             clauses of this paragraph shall be regarded as independent
             objects, purposes and powers.

        Fourth: - (a)  The total number of shares of all classes of stock
        which the Corporation shall have authority to issue is forty-one
        million (41,000,000) shares, consisting of:

             (1)  One million (1,000,000) shares of Preferred stock, par
             value $10.00 per share (hereinafter referred to as "Preferred
             Stock"); and

             (2)  Forty million (40,000,000) shares of Common Stock, par
             value $1.00 per share (hereinafter referred to as "Common
             Stock").

        (b)  Shares of Preferred Stock may be issued from time to time in one
        or more series as may from time to time be determined by the Board of
        Directors each of said series to be distinctly designated.  All
        shares of any one series of Preferred Stock shall be alike in every
        particular, except that there may be different dates from which
        dividends, if any, thereon shall be cumulative, if made cumulative.
        The voting powers and the preferences and relative, participating,
        optional and other special rights of each such series, and the
        qualifications, limitations or restrictions thereof, if any, may
        differ from those of any and all other series at any time
        outstanding; and, subject to the provisions of subparagraph 1 of
        Paragraph (c) of this Article Fourth, the Board of Directors of the
        Corporation is hereby expressly granted authority to fix by
        resolution or resolutions adopted prior to the issuance of any shares
        of a particular series of Preferred Stock, the voting powers and the
        designations, preferences and relative, optional and other special
        rights, and the qualifications, limitations and restrictions of such
        series, including, but without limiting the generality of the
        foregoing, the following:

             (1)  The distinctive designation of, and the number of shares of
             Preferred Stock which shall constitute such series, which number
             may be increased (except where otherwise provided by the Board
             of Directors) or decreased (but not below the number of shares
             thereof then outstanding) from time to time by like action of
             the Board of Directors;

             (2)  The rate and times at which, and the terms and conditions
             on which, dividends, if any, on Preferred Stock of such series
             shall be paid, the extent of the preference or relation, if any,
             of such dividends to the dividends payable on any other class or
             classes, or series of the same or other class of stock and
             whether such dividends shall be cumulative or non-cumulative;


<PAGE>

             (3)  The right, if any, of the holders of Preferred Stock of
             such series to convert the same into or exchange the same for,
             shares of any other class or classes or of any series of the
             same or any other class or classes of stock of the Corporation
             and the terms and conditions of such conversion or exchange;

             (4)  Whether or not Preferred Stock of such series shall be
             subject to redemption, and the redemption price or prices and
             the time or times at which, and the terms and conditions on
             which, Preferred Stock of such series may be redeemed.

             (5)  The rights, if any, of the holders of Preferred Stock of
             such series upon the voluntary or involuntary liquidation,
             merger, consolidation, distribution or sale of assets,
             dissolution or winding-up, of the Corporation.

             (6)  The terms of the sinking fund or redemption or purchase
             account, if any, to be provided for the Preferred Stock of such
             series; and

             (7)  The voting powers, if any, of the holders of such series of
             Preferred Stock which may, without limiting the generality of
             the foregoing include the right, voting as a series or by itself
             or together with other series of Preferred Stock or all series
             of Preferred Stock as a class, to elect one or more directors of
             the Corporation if there shall have been a default in the
             payment of dividends on any one or more series of Preferred
             Stock or under such circumstances and on such conditions as the
             Board of Directors may determine.

        (c)  (1)  After the requirements with respect to preferential
        dividends on the Preferred Stock (fixed in accordance with the
        provisions of section (b) of this Article Fourth), if any, shall have
        been met and after the Corporation shall have complied with all the
        requirements, if any, with respect to the setting aside of sums as
        sinking funds or redemption or purchase accounts (fixed in accordance
        with the provisions of section (b) of this Article Fourth), and
        subject further to any conditions which may be fixed in accordance
        with the provisions of section (b) of this Article Fourth, then and
        not otherwise the holders of Common Stock shall be entitled to
        receive such dividends as may be declared from time to time by the
        Board of Directors.

             (2)  After distribution in full of the preferential amount, if
             any, (fixed in accordance with the provisions of section (b) of
             this Article Fourth), to be distributed to the holders of
             Preferred Stock in the event of voluntary or involuntary
             liquidation, distribution or sale of assets, dissolution or
             winding-up, of the Corporation, the holders of the Common Stock
             shall be entitled to receive all of the remaining assets of the
             Corporation, tangible and intangible, of whatever kind available
             for distribution to stockholders ratably in proportion to the
             number of shares of Common Stock held by them respectively.


<PAGE>

             (3)  Except as may otherwise be required by law or by the
             provisions of such resolution or resolutions as may be adopted
             by the Board of Directors pursuant to section (b) of this
             Article Fourth, each holder of Common Stock shall have one vote
             in respect of each share of Common Stock held on all matters
             voted upon by the stockholders.

        (d)  No holder of any of the shares of any class or series of stock
        or of options, warrants or other rights to purchase shares of any
        class or series of stock or of other securities of the Corporation
        shall have any preemptive right to purchase or subscribe for any
        unissued stock of any class or series or any additional shares of any
        class or series to be issued by reason of any increase of the
        authorized capital stock of the Corporation of any class or series,
        or bonds, certificates of indebtedness, debentures or other
        securities convertible into or exchangeable for stock of the
        Corporation of any class or series, or carrying any right to purchase
        stock of any class or series, but any such unissued stock, additional
        authorized issue of shares of any class or series of stock or
        securities convertible into or exchangeable for stock, or carrying
        any right to purchase stock, may be issued and disposed of pursuant
        to resolution of the Board of Directors to such persons, firms,
        corporations or associations, whether such holders or others, and
        upon such terms as may be deemed advisable by the Board of Directors
        in the exercise of its sole discretion.

        (e)  The relative powers, preferences and rights of each series of
        Preferred Stock in relation to the relative powers, preferences and
        rights of each other series of Preferred Stock shall, in each case,
        be as fixed from time to time by the Board of Directors in the
        resolution or resolutions adopted pursuant to authority granted in
        section (b) of this Article Fourth and the consent, by class or
        series vote or otherwise, of the holders of such of the series of
        Preferred Stock as are from time to time outstanding shall not be
        required for the issuance by the Board of Directors of any other
        series of Preferred Stock whether or not the powers, preferences and
        rights of such other series shall be fixed by the Board of Directors
        as senior to, or on a parity with, the powers, preferences and rights
        of such outstanding series, or any of them; provided, however, that
        the Board of Directors may provide in the resolution or resolutions
        as to any series of Preferred Stock adopted pursuant to section (b)
        of this Article Fourth that the consent of the holders of a majority
        (or such greater proportion as shall be therein fixed) of the
        outstanding shares of such series voting thereon shall be required
        for the issuance of any or all other series of Preferred Stock.

        (f)  Subject to the provisions of section (e), shares of any series
        of Preferred Stock may be issued from time to time as the Board of
        Directors of the Corporation shall determine and on such terms and
        for such consideration as shall be fixed by the Board of Directors.

        (g)  Shares of Common Stock may be issued from time to time as the
        Board of Directors of the Corporation shall determine and on such
        terms and for such consideration as shall be fixed by the Board of
        Directors.


<PAGE>

        (h)  The authorized amount of shares of Common Stock and of Preferred
        Stock may, without a class or series vote, be increased or decreased
        from time to time by the affirmative vote of the holders of a
        majority of the stock of the Corporation entitled to vote thereon.

        Fifth: - (a)  The business and affairs of the Corporation shall be
        conducted and managed by a Board of Directors.  The number of
        directors constituting the entire Board shall be not less than five
        nor more than twenty-five as fixed from time to time by vote of a
        majority of the whole Board, provided, however, that the number of
        directors shall not be reduced so as to shorten the term of any
        director at the time in office, and provided further, that the number
        of directors constituting the whole Board shall be twenty-four until
        otherwise fixed by a majority of the whole Board.

        (b)  The Board of Directors shall be divided into three classes, as
        nearly equal in number as the then total number of directors
        constituting the whole Board permits, with the term of office of one
        class expiring each year.  At the annual meeting of stockholders in
        1982, directors of the first class shall be elected to hold office
        for a term expiring at the next succeeding annual meeting, directors
        of the second class shall be elected to hold office for a term
        expiring at the second succeeding annual meeting and directors of the
        third class shall be elected to hold office for a term expiring at
        the third succeeding annual meeting.  Any vacancies in the Board of
        Directors for any reason, and any newly created directorships
        resulting from any increase in the directors, may be filled by the
        Board of Directors, acting by a majority of the directors then in
        office, although less than a quorum, and any directors so chosen
        shall hold office until the next annual election of directors.  At
        such election, the stockholders shall elect a successor to such
        director to hold office until the next election of the class for
        which such director shall have been chosen and until his successor
        shall be elected and qualified.  No decrease in the number of
        directors shall shorten the term of any incumbent director.

        (c)  Notwithstanding any other provisions of this Charter or Act of
        Incorporation or the By-Laws of the Corporation (and notwithstanding
        the fact that some lesser percentage may be specified by law, this
        Charter or Act of Incorporation or the By-Laws of the Corporation),
        any director or the entire Board of Directors of the Corporation may
        be removed at any time without cause, but only by the affirmative
        vote of the holders of two-thirds or more of the outstanding shares
        of capital stock of the Corporation entitled to vote generally in the
        election of directors (considered for this purpose as one class) cast
        at a meeting of the stockholders called for that purpose.

        (d)  Nominations for the election of directors may be made by the
        Board of Directors or by any stockholder entitled to vote for the
        election of directors.  Such nominations shall be made by notice in
        writing, delivered or mailed by first class United States mail,
        postage prepaid, to the Secretary of the Corporation not less than 14
        days nor more than 50 days prior to any meeting of the stockholders


<PAGE>

        called for the election of directors; provided, however, that if less
        than 21 days' notice of the meeting is given to stockholders, such
        written notice shall be delivered or mailed, as prescribed, to the
        Secretary of the Corporation not later than the close of the seventh
        day following the day on which notice of the meeting was mailed to
        stockholders.  Notice of nominations which are proposed by the Board
        of Directors shall be given by the Chairman on behalf of the Board.

        (e)  Each notice under subsection (d) shall set forth (i) the name,
        age, business address and, if known, residence address of each
        nominee proposed in such notice, (ii) the principal occupation or
        employment of such nominee and (iii) the number of shares of stock of
        the Corporation which are beneficially owned by each such nominee.

        (f)  The Chairman of the meeting may, if the facts warrant, determine
        and declare to the meeting that a nomination was not made in
        accordance with the foregoing procedure, and if he should so
        determine, he shall so declare to the meeting and the defective
        nomination shall be disregarded.

        (g)  No action required to be taken or which may be taken at any
        annual or special meeting of stockholders of the Corporation may be
        taken without a meeting, and the power of stockholders to consent in
        writing, without a meeting, to the taking of any action is
        specifically denied.

        Sixth: - The Directors shall choose such officers, agents and
        servants as may be provided in the By-Laws as they may from time to
        time find necessary or proper.

        Seventh: - The Corporation hereby created is hereby given the same
        powers, rights and privileges as may be conferred upon corporations
        organized under the Act entitled "An Act Providing a General
        Corporation Law", approved March 10, 1899, as from time to time
        amended.

        Eighth: - This Act shall be deemed and taken to be a private Act.

        Ninth: - This Corporation is to have perpetual existence.

        Tenth: - The Board of Directors, by resolution passed by a majority
        of the whole Board, may designate any of their number to constitute
        an Executive Committee, which Committee, to the extent provided in
        said resolution, or in the By-Laws of the Company, shall have and may
        exercise all of the powers of the Board of Directors in the
        management of the business and affairs of the Corporation, and shall
        have power to authorize the seal of the Corporation to be affixed to
        all papers which may require it.

        Eleventh: - The private property of the stockholders shall not be
        liable for the payment of corporate debts to any extent whatever.

        Twelfth: - The Corporation may transact business in any part of the
        world.


<PAGE>

        Thirteenth: - The Board of Directors of the Corporation is expressly
        authorized to make, alter or repeal the By-Laws of the Corporation by
        a vote of the majority of the entire Board.  The stockholders may
        make, alter or repeal any By-Law whether or not adopted by them,
        provided however, that any such additional By-Laws, alterations or
        repeal may be adopted only by the affirmative vote of the holders of
        two-thirds or more of the outstanding shares of capital stock of the
        Corporation entitled to vote generally in the election of directors
        (considered for this purpose as one class).

        Fourteenth: - Meetings of the Directors may be held outside of the State
        of Delaware at such places as may be from time to time designated by the
        Board,  and the Directors  may keep the books of the Company  outside of
        the  State  of  Delaware  at such  places  as may be  from  time to time
        designated by them.

        Fifteenth: - (a) (1) In addition to any affirmative vote required by
        law, and except as otherwise expressly provided in sections (b) and
        (c) of this Article Fifteenth:

             (A)  any merger or consolidation of the Corporation or any
             Subsidiary (as hereinafter defined) with or into (i) any
             Interested Stockholder (as hereinafter defined) or (ii) any
             other corporation (whether or not itself an Interested
             Stockholder), which, after such merger or consolidation, would
             be an Affiliate (as hereinafter defined) of an Interested
             Stockholder, or

             (B)  any sale, lease, exchange, mortgage, pledge, transfer or
             other disposition (in one transaction or a series of related
             transactions) to or with any Interested Stockholder or any
             Affiliate of any Interested Stockholder of any assets of the
             Corporation or any Subsidiary having an aggregate fair market
             value of $1,000,000 or more, or

             (C)  the issuance or transfer by the Corporation or any
             Subsidiary (in one transaction or a series of related
             transactions) of any securities of the Corporation or any
             Subsidiary to any Interested Stockholder or any Affiliate of any
             Interested Stockholder in exchange for cash, securities or other
             property (or a combination thereof) having an aggregate fair
             market value of $1,000,000 or more, or

             (D)  the adoption of any plan or proposal for the liquidation or
             dissolution of the Corporation, or

             (E)  any reclassification of securities (including any reverse
             stock split), or recapitalization of the Corporation, or any
             merger or consolidation of the Corporation with any of its
             Subsidiaries or any similar transaction (whether or not with or
             into or otherwise involving an Interested Stockholder) which has
             the effect, directly or indirectly, of increasing the
             proportionate share of the outstanding shares of any class of
             equity or convertible securities of the Corporation or any
             Subsidiary which is directly or indirectly owned by any


<PAGE>

             Interested Stockholder, or any Affiliate of any Interested
             Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares").  Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or
that some lesser percentage may be specified, by law or in any agreement with
any national securities exchange or otherwise.

                  (2)  The term "business combination" as used in this
                  Article Fifteenth shall mean any transaction which is
                  referred to in any one or more of clauses (A) through (E)
                  of paragraph 1 of the section (a).

             (b)  The provisions of section (a) of this Article Fifteenth
             shall not be applicable to any particular business combination
             and such business combination shall require only such
             affirmative vote as is required by law and any other provisions
             of the Charter or Act of Incorporation or By-Laws if such
             business combination has been approved by a majority of the
             whole Board.

             (c)  For the purposes of this Article Fifteenth:

        (1)  A "person" shall mean any individual, firm, corporation or other
        entity.

        (2)  "Interested Stockholder" shall mean, in respect of any business
        combination, any person (other than the Corporation or any
        Subsidiary) who or which as of the record date for the determination
        of stockholders entitled to notice of and to vote on such business
        combination, or immediately prior to the consummation of any such
        transaction:

             (A)  is the beneficial owner, directly or indirectly, of more
             than 10% of the Voting Shares, or

             (B)  is an Affiliate of the Corporation and at any time within
             two years prior thereto was the beneficial owner, directly or
             indirectly, of not less than 10% of the then outstanding voting
             Shares, or

             (C)  is an assignee of or has otherwise succeeded in any share
             of capital stock of the Corporation which were at any time
             within two years prior thereto beneficially owned by any
             Interested Stockholder, and such assignment or succession shall
             have occurred in the course of a transaction or series of
             transactions not involving a public offering within the meaning
             of the Securities Act of 1933.

        (3)  A person shall be the "beneficial owner" of any Voting Shares:


<PAGE>

             (A)  which such person or any of its Affiliates and Associates
             (as hereafter defined) beneficially own, directly or indirectly,
             or

             (B)  which such person or any of its Affiliates or Associates
             has (i) the right to acquire (whether such right is exercisable
             immediately or only after the passage of time), pursuant to any
             agreement, arrangement or understanding or upon the exercise of
             conversion rights, exchange rights, warrants or options, or
             otherwise, or (ii) the right to vote pursuant to any agreement,
             arrangement or understanding, or

             (C)  which are beneficially owned, directly or indirectly, by
             any other person with which such first mentioned person or any
             of its Affiliates or Associates has any agreement, arrangement
             or understanding for the purpose of acquiring, holding, voting
             or disposing of any shares of capital stock of the Corporation.

        (4)  The outstanding Voting Shares shall include shares deemed owned
        through application of paragraph (3) above but shall not include any
        other Voting Shares which may be issuable pursuant to any agreement,
        or upon exercise of conversion rights, warrants or options or
        otherwise.

        (5)  "Affiliate" and "Associate" shall have the respective meanings
        given those terms in Rule 12b-2 of the General Rules and Regulations
        under the Securities Exchange Act of 1934, as in effect on December
        31, 1981.

        (6)  "Subsidiary" shall mean any corporation of which a majority of
        any class of equity security (as defined in Rule 3a11-1 of the
        General Rules and Regulations under the Securities Exchange Act of
        1934, as in effect on December 31, 1981) is owned, directly or
        indirectly, by the Corporation; provided, however, that for the
        purposes of the definition of Investment Stockholder set forth in
        paragraph (2) of this section (c), the term "Subsidiary" shall mean
        only a corporation of which a majority of each class of equity
        security is owned, directly or indirectly, by the Corporation.

             (d)  majority of the directors shall have the power and duty to
             determine for the purposes of this Article Fifteenth on the
             basis of information known to them, (1) the number of Voting
             Shares beneficially owned by any person (2) whether a person is
             an Affiliate or Associate of another, (3) whether a person has
             an agreement, arrangement or understanding with another as to
             the matters referred to in paragraph (3) of section (c), or (4)
             whether the assets subject to any business combination or the
             consideration received for the issuance or transfer of
             securities by the Corporation, or any Subsidiary has an
             aggregate fair market value of $1,000,000 or more.

             (e)  Nothing contained in this Article Fifteenth shall be
             construed to relieve any Interested Stockholder from any
             fiduciary obligation imposed by law.


<PAGE>

        Sixteenth:   Notwithstanding any other provision of this Charter or
        Act of Incorporation or the By-Laws of the Corporation (and in
        addition to any other vote that may be required by law, this Charter
        or Act of Incorporation by the By-Laws), the affirmative vote of the
        holders of at least two-thirds of the outstanding shares of the
        capital stock of the Corporation entitled to vote generally in the
        election of directors (considered for this purpose as one class)
        shall be required to amend, alter or repeal any provision of Articles
        Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of
        Incorporation.

        Seventeenth: (a)  a Director of this Corporation shall not be liable
        to the Corporation or its stockholders for monetary damages for
        breach of fiduciary duty as a Director, except to the extent such
        exemption from liability or limitation thereof is not permitted under
        the Delaware General Corporation Laws as the same exists or may
        hereafter be amended.

             (b)  Any repeal or modification of the foregoing paragraph shall
             not adversely affect any right or protection of a Director of
             the Corporation existing hereunder with respect to any act or
             omission occurring prior to the time of such repeal or
             modification."


<PAGE>


                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                         AS EXISTING ON JANUARY 16, 1997


<PAGE>

                       BY-LAWS OF WILMINGTON TRUST COMPANY


                                    ARTICLE I
                             Stockholders' Meetings

        Section 1.  The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or
at such other date, time, or place as may be designated by resolution by the
Board of Directors.

        Section 2.  Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

        Section 3.  Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place
of such meeting.

        Section 4.  A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined,
shall constitute a quorum at all meetings of stockholders for the transaction
of any business, but the holders of a small number of shares may adjourn,
from time to time, without further notice, until a quorum is secured.  At
each annual or special meeting of stockholders, each stockholder shall be
entitled to one vote, either in person or by proxy, for each share of stock
registered in the stockholder's name on the books of the Company on the
record date for any such meeting as determined herein.


                                   ARTICLE II
                                    Directors

        Section 1.  The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank.

        Section 2.  No person who has attained the age of seventy-two (72)
years shall be nominated for election to the Board of Directors of the
Company, provided, however, that this limitation shall not apply to any
person who was serving as director of the Company on September 16, 1971.

        Section 3.  The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

        Section 4.  The affairs and business of the Company shall be managed
and conducted by the Board of Directors.


<PAGE>

        Section 5.  The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined
by a majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

        Section 6.  Special meetings of the Board of Directors may be called
at any time by the Chairman of the Board of Directors or by the President,
and shall be called upon the written request of a majority of the directors.

        Section 7.  A majority of the directors elected and qualified shall
be necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

        Section 8.  Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time
or place of any regular meeting, stating the time and place of such meeting,
which shall be mailed not less than two days before the time of holding such
meeting.

        Section 9.  In the event of the death, resignation, removal,
inability to act, or disqualification of any director, the Board of
Directors, although less than a quorum, shall have the right to elect the
successor who shall hold office for the remainder of the full term of the
class of directors in which the vacancy occurred, and until such director's
successor shall have been duly elected and qualified.

        Section 10.  The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect
from its own members a Chairman of the Board of Directors and a President who
may be the same person.  The Board of Directors shall also elect at such
meeting a Secretary and a Treasurer, who may be the same person, may appoint
at any time such other committees and elect or appoint such other officers as
it may deem advisable.  The Board of Directors may also elect at such meeting
one or more Associate Directors.

        Section 11.  The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

        Section 12.  The Board of Directors may designate an officer to be in
charge of such of the departments or divisions of the Company as it may deem
advisable.


<PAGE>

                                   ARTICLE III
                                   Committees

        Section 1.  Executive Committee

                    (A)  The Executive Committee shall be composed of not
more than nine members who shall be selected by the Board of Directors from
its own members and who shall hold office during the pleasure of the Board.

                    (B)  The Executive Committee shall have all the powers of
the Board of Directors when it is not in session to transact all business for
and in behalf of the Company that may be brought before it.

                    (C)  The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of
the Executive Committee or at the call of the Chairman of the Board of
Directors.  The majority of its members shall be necessary to constitute a
quorum for the transaction of business.  Special meetings of the Executive
Committee may be held at any time when a quorum is present.

                    (D)  Minutes of each meeting of the Executive Committee
shall be kept and submitted to the Board of Directors at its next meeting.

                    (E)  The Executive Committee shall advise and superintend
all investments that may be made of the funds of the Company, and shall
direct the disposal of the same, in accordance with such rules and
regulations as the Board of Directors from time to time make.

                    (F)  In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws
any two available members of the Executive Committee as constituted
immediately prior to such disaster shall constitute a quorum of that
Committee for the full conduct and management of the affairs and business of
the Company in accordance with the provisions of Article III of these
By-Laws; and if less than three members of the Trust Committee is constituted
immediately prior to such disaster shall be available for the transaction of
its business, such Executive Committee shall also be empowered to exercise
all of the powers reserved to the Trust Committee under Article III Section 2
hereof.  In the event of the unavailability, at such time, of a minimum of
two members of such Executive Committee, any three available directors shall
constitute the Executive Committee for the full conduct and management of the
affairs and business of the Company in accordance with the foregoing
provisions of this Section.  This By-Law shall be subject to implementation
by Resolutions of the Board of Directors presently existing or hereafter
passed from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions which are contrary to
the provisions of this Section or to the provisions of any such implementary


<PAGE>

Resolutions shall be suspended during such a disaster period until it shall
be determined by any interim Executive Committee acting under this section
that it shall be to the advantage of the Company to resume the conduct and
management of its affairs and business under all of the other provisions of
these By-Laws.

        Section 2.  Trust Committee

                    (A)  The Trust Committee shall be composed of not more
than thirteen members who shall be selected by the Board of Directors, a
majority of whom shall be members of the Board of Directors and who shall
hold office during the pleasure of the Board.

                    (B)  The Trust Committee shall have general supervision
over the Trust Department and the investment of trust funds, in all matters,
however, being subject to the approval of the Board of Directors.

                    (C)  The Trust Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members or at the call of its chairman.  A
majority of its members shall be necessary to constitute a quorum for the
transaction of business.

                    (D)  Minutes of each meeting of the Trust Committee shall
be kept and promptly submitted to the Board of Directors.

                    (E)  The Trust Committee shall have the power to appoint
Committees and/or designate officers or employees of the Company to whom
supervision over the investment of trust funds may be delegated when the
Trust Committee is not in session.

        Section 3.  Audit Committee

                    (A)  The Audit Committee shall be composed of five
members who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer of the Company, and shall hold office at the
pleasure of the Board.

                    (B)  The Audit Committee shall have general supervision
over the Audit Division in all matters however subject to the approval of the
Board of Directors; it shall consider all matters brought to its attention by
the officer in charge of the Audit Division, review all reports of
examination of the Company made by any governmental agency or such
independent auditor employed for that purpose, and make such recommendations
to the Board of Directors with respect thereto or with respect to any other
matters pertaining to auditing the Company as it shall deem desirable.

                    (C)  The Audit Committee shall meet whenever and wherever
the majority of its members shall deem it to be proper for the transaction of
its business, and a majority of its Committee shall constitute a quorum.


<PAGE>

        Section 4.  Compensation Committee

                    (A)  The Compensation Committee shall be composed of not
more than five (5) members who shall be selected by the Board of Directors
from its own members who are not officers of the Company and who shall hold
office during the pleasure of the Board.

                    (B)  The Compensation Committee shall in general advise
upon all matters of policy concerning the Company brought to its attention by
the management and from time to time review the management of the Company,
major organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                    (C)  Meetings of the Compensation Committee may be called
at any time by the Chairman of the Compensation Committee, the Chairman of
the Board of Directors, or the President of the Company.

        Section 5.  Associate Directors

                    (A)  Any person who has served as a director may be
elected by the Board of Directors as an associate director, to serve during
the pleasure of the Board.

                    (B)  An associate director shall be entitled to attend
all directors meetings and participate in the discussion of all matters
brought to the Board, with the exception that he would have no right to
vote.  An associate director will be eligible for appointment to Committees
of the Company, with the exception of the Executive Committee, Audit
Committee and Compensation Committee, which must be comprised solely of
active directors.

        Section 6.  Absence or Disqualification of Any Member of a Committee

                    (A)  In the absence or disqualification of any member of
any Committee created under Article III of the By-Laws of this Company, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.


                                   ARTICLE IV
                                    Officers

        Section 1.  The Chairman of the Board of Directors shall preside at
all meetings of the Board and shall have such further authority and powers
and shall perform such duties as the Board of Directors may from time to time
confer and direct.  He shall also exercise such powers and perform such
duties as may from time to time be agreed upon between himself and the
President of the Company.


<PAGE>

        Section 2.  THE VICE CHAIRMAN OF THE BOARD.  The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such
further authority and powers and shall perform such duties as the Board of
Directors or the Chairman of the Board may from time to time confer and
direct.

        Section 3.  The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors.  In the absence of the Chairman of
the Board the President shall have the powers and duties of the Chairman of
the Board.

        Section 4.  The Chairman of the Board of Directors or the President
as designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and
shall at all times exercise general supervision over the interest, affairs
and operations of the Company and perform all duties incident to his office.

        Section 5.  There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and
such other powers and duties as may from time to time be assigned to them by
the Board of Directors, the Executive Committee, the Chairman of the Board or
the President and by the officer in charge of the department or division to
which they are assigned.

        Section 6.  The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings
and to recording the same in the minute books of the Company.  In addition to
the other notice requirements of these By-Laws and as may be practicable
under the circumstances, all such notices shall be in writing and mailed well
in advance of the scheduled date of any other meeting.  He shall have custody
of the corporate seal and shall affix the same to any documents requiring
such corporate seal and to attest the same.

        Section 7.  The Treasurer shall have general supervision over all
assets and liabilities of the Company.  He shall be custodian of and
responsible for all monies, funds and valuables of the Company and for the
keeping of proper records of the evidence of property or indebtedness and of
all the transactions of the Company.  He shall have general supervision of
the expenditures of the Company and shall report to the Board of Directors at
each regular meeting of the condition of the Company, and perform such other
duties as may be assigned to him from time to time by the Board of Directors
of the Executive Committee.

        Section 8.  There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including
accounting, and shall render to the Board of Directors at appropriate times a
report relating to the general condition and internal operations of the
Company.


<PAGE>

        There may be one or more subordinate accounting or controller
officers however denominated, who may perform the duties of the Controller
and such duties as may be prescribed by the Controller.

        Section 9.  The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only
to the Board of Directors.

        There shall be an Auditor and there may be one or more Audit
Officers, however denominated, who may perform all the duties of the Auditor
and such duties as may be prescribed by the officer in charge of the Audit
Division.

        Section 10.  There may be one or more officers, subordinate in rank
to all Vice Presidents with such functional titles as shall be determined
from time to time by the Board of Directors, who shall ex officio hold the
office Assistant Secretary of this Company and who may perform such duties as
may be prescribed by the officer in charge of the department or division to
whom they are assigned.

        Section 11.  The powers and duties of all other officers of the
Company shall be those usually pertaining to their respective offices,
subject to the direction of the Board of Directors, the Executive Committee,
Chairman of the Board of Directors or the President and the officer in charge
of the department or division to which they are assigned.


                                    ARTICLE V
                          Stock and Stock Certificates

        Section 1.  Shares of stock shall be transferrable on the books of
the Company and a transfer book shall be kept in which all transfers of stock
shall be recorded.

        Section 2.  Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of
Directors and countersigned by the Secretary or Treasurer or an Assistant
Secretary, and the seal of the corporation shall be engraved thereon.  Each
certificate shall recite that the stock represented thereby is transferrable
only upon the books of the Company by the holder thereof or his attorney,
upon surrender of the certificate properly endorsed.  Any certificate of
stock surrendered to the Company shall be cancelled at the time of transfer,
and before a new certificate or certificates shall be issued in lieu
thereof.  Duplicate certificates of stock shall be issued only upon giving
such security as may be satisfactory to the Board of Directors or the
Executive Committee.

        Section 3.  The Board of Directors of the Company is authorized to
fix in advance a record date for the determination of the stockholders
entitled to notice of, and to vote at, any meeting of stockholders and any
adjournment thereof, or entitled to receive payment of any dividend, or to
any allotment or rights, or to exercise any rights in respect of any change,
conversion or exchange of capital stock, or in connection with obtaining the


<PAGE>

consent of stockholders for any purpose, which record date shall not be more
than 60 nor less than 10 days proceeding the date of any meeting of
stockholders or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining
such consent.


                                   ARTICLE VI
                                      Seal

        Section 1.  The corporate seal of the Company shall be in the
following form:

                    Between two concentric circles the words
                    "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."


                                   ARTICLE VII
                                   Fiscal Year

        Section 1.  The fiscal year of the Company shall be the calendar year.


                                  ARTICLE VIII
                     Execution of Instruments of the Company

        Section 1.  The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full
power and authority to enter into, make, sign, execute, acknowledge and/or
deliver and the Secretary or any Assistant Secretary shall have full power
and authority to attest and affix the corporate seal of the Company to any
and all deeds, conveyances, assignments, releases, contracts, agreements,
bonds, notes, mortgages and all other instruments incident to the business of
this Company or in acting as executor, administrator, guardian, trustee,
agent or in any other fiduciary or representative capacity by any and every
method of appointment or by whatever person, corporation, court officer or
authority in the State of Delaware, or elsewhere, without any specific
authority, ratification, approval or confirmation by the Board of Directors
or the Executive Committee, and any and all such instruments shall have the
same force and validity as though expressly authorized by the Board of
Directors and/or the Executive Committee.


                                   ARTICLE IX
               Compensation of Directors and Members of Committees

        Section 1.  Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable
honoraria or fees for attending meetings of the Board of Directors as the
Board of Directors may from time to time determine.  Directors and associate


<PAGE>

directors who serve as members of committees, other than salaried employees
of the Company, shall be paid such reasonable honoraria or fees for services
as members of committees as the Board of Directors shall from time to time
determine and directors and associate directors may be employed by the
Company for such special services as the Board of Directors may from time to
time determine and shall be paid for such special services so performed
reasonable compensation as may be determined by the Board of Directors.


                                    ARTICLE X
                                 Indemnification

        Section 1.  (A)  The Corporation shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently exists or
may hereafter be amended, any person who was or is made or is threatened to
be made a party or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding") by
reason of the fact that he, or a person for whom he is the legal
representative, is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary or agent of another corporation or of
a partnership, joint venture, trust, enterprise or non-profit entity,
including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such person.
The Corporation shall indemnify a person in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board
of Directors of the Corporation.

                    (B)  The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, PROVIDED,
HOWEVER, that the payment of expenses incurred by a Director or officer in
his capacity as a Director or officer in advance of the final disposition of
the proceeding shall be made only upon receipt of an undertaking by the
Director or officer to repay all amounts advanced if it should be ultimately
determined that the Director or officer is not entitled to be indemnified
under this Article or otherwise.

                    (C)  If a claim for indemnification or payment of
expenses, under this Article X is not paid in full within ninety days after a
written claim therefor has been received by the Corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting
such claim.  In any such action the Corporation shall have the burden of
proving that the claimant was not entitled to the requested indemnification
of payment of expenses under applicable law.

                    (D)  The rights conferred on any person by this Article X
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or
disinterested Directors or otherwise.


<PAGE>

                    (E)  Any repeal or modification of the foregoing
provisions of this Article X shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.


                                   ARTICLE XI
                            Amendments to the By-Laws

        Section 1.  These By-Laws may be altered, amended or repealed, in
whole or in part, and any new By-Law or By-Laws adopted at any regular or
special meeting of the Board of Directors by a vote of the majority of all
the members of the Board of Directors then in office.


<PAGE>


                                    EXHIBIT C



                             SECTION 321(B) CONSENT


        Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
requests therefor.



                                         WILMINGTON TRUST COMPANY


Dated::  NOVEMBER 23, 1999
       -------------------   

                                         By:   /S/  DONALD G. MACKELCAN
                                             --------------------------
                                         Name:   Donald G. MacKelcan
                                         Title:  Vice President


<PAGE>

                                    EXHIBIT D


                                     NOTICE

             This form is intended to assist state nonmember
             banks and savings banks with state publication
             requirements.  It has not been approved by any
             state banking authorities.  Refer to your
             appropriate state banking authorities for your
             state publication requirements.


R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

     WILMINGTON TRUST COMPANY     of   WILMINGTON    
---------------------------------     ------------  
          Name of Bank                    City

in the State of   DELAWARE  , at the close of business on June 30, 1999.
                -----------


ASSETS
                                                          Thousands of dollars
Cash and balances due from depository institutions:
            Noninterest-bearing balances and currency and coins ......207,947
                         Interest-bearing balances .........................0
Held-to-maturity securities ...........................................37,680
Available-for-sale securities ......................................1,598,933
Federal funds sold and securities purchased under
agreements to resell .................................................180,366
Loans and lease financing receivables:
      Loans and leases, net of unearned income ..........4,237,557
      LESS:  Allowance for loan and lease losses ...........70,233
      LESS:  Allocated transfer risk reserve ....................0
      Loans and leases, net of unearned income, allowance,
      and reserve .................................................4,167,324
Assets held in trading accounts ...........................................0
Premises and fixed assets (including capitalized leases) ............141,415
Other real estate owned .................................................922
Investments in unconsolidated subsidiaries and associated
companies .............................................................1,227
Customers' liability to this bank on acceptances outstanding ..............0
Intangible assets .....................................................5,179
Other assets ........................................................104,101
Total assets ......................................................6,445,094

                                                      CONTINUED ON NEXT PAGE


<PAGE>

LIABILITIES

Deposits:
In domestic offices ..............................................4,574,509
                  Noninterest-bearing ..............992,436
                  Interest-bearing ...............3,582,073
Federal funds purchased and Securities sold under
agreements to repurchase ...........................................344,719
Demand notes issued to the U.S. Treasury ............................83,802
Trading liabilities (from Schedule RC-D) .................................0
Other borrowed money: ..............................................///////
                  With original maturity of one year or less .......860,000
                  With original maturity of more than one year ......43,000
Bank's liability on acceptances executed and outstanding .................0
Subordinated notes and debentures ........................................0
Other liabilities (from Schedule RC-G) ..............................80,279
Total liabilities ................................................5,986,309


EQUITY CAPITAL

Perpetual preferred stock and related surplus ...........................0
Common Stock ..........................................................500
Surplus (exclude all surplus related to preferred stock) ...........62,118
Undivided profits and capital reserves ............................412,409
Net unrealized holding gains (losses) on available-for-sale
securities ........................................................(16,242)
Total equity capital ..............................................458,785
Total liabilities, limited-life preferred stock, and equity
capital .........................................................6,445,094