SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 10)*

                           Continental Airlines, Inc.
                                (Name of Issuer)

                              Class A Common Stock
                         (Title of Class of Securities)

                                    210795209
                                 (CUSIP Number)

                                James J. O'Brien
                         301 Commerce Street, Suite 3300
                             Fort Worth, Texas 76102
                                 (817) 871-4000
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                January 22, 2001
             (Date of Event Which Requires Filing of this Statement)

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

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

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



<PAGE>


1.       Name of Reporting Person:

         1998 CAI Partners, L.P.

2.       Check the Appropriate Box if a Member of a Group:

                                                                          (a)|_|
                                                                          (b)|X|

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

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

6.       Citizenship or Place of Organization:  Texas

                                    7.      Sole Voting Power:  -0-

Number of
Shares
Beneficially
Owned By                            8.      Shared Voting Power:  -0-
Each Reporting
Person With                         9.      Sole Dispositive Power:  -0-


                                   10.      Shared Dispositive Power:  -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

              -0-

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

                                                                             |_|

13.      Percent of Class Represented by Amount in Row (11):  0%

14.      Type of Reporting Person:  PN



<PAGE>


1.       Name of Reporting Person:

         1992 Air GP

2.       Check the Appropriate Box if a Member of a Group:

                                                                          (a)|_|
                                                                          (b)|X|

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

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

6.       Citizenship or Place of Organization:  Texas

                                    7.      Sole Voting Power:  -0-
Number of
Shares
Beneficially
Owned By                            8.      Shared Voting Power:  -0-
Each Reporting
Person With                         9.      Sole Dispositive Power:  -0-


                                   10.      Shared Dispositive Power:  -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

              -0-

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

                                                                             |_|

13.      Percent of Class Represented by Amount in Row (11):  0%

14.      Type of Reporting Person:  PN



<PAGE>


1.       Name of Reporting Person:

         1992 Air, Inc.

2.       Check the Appropriate Box if a Member of a Group:

                                                                          (a)|_|
                                                                          (b)|X|

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

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

6.       Citizenship or Place of Organization:  Texas

                                    7.      Sole Voting Power:  -0-
Number of
Shares
Beneficially
Owned By                            8.      Shared Voting Power:  -0-
Each Reporting
Person With                         9.      Sole Dispositive Power:  -0-


                                   10.      Shared Dispositive Power:  -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

              -0-

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

                                                                             |_|

13.      Percent of Class Represented by Amount in Row (11):  0%

14.      Type of Reporting Person:  CO



<PAGE>


1.       Name of Reporting Person:

         David Bonderman

2.       Check the Appropriate Box if a Member of a Group:

                                                                          (a)|_|
                                                                          (b)|X|

3.       SEC Use Only

4.       Source of Funds:  Not Applicable

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

6.       Citizenship or Place of Organization:  Texas

                                    7.      Sole Voting Power:  -0-
Number of
Shares
Beneficially
Owned By                            8.      Shared Voting Power:  -0-
Each Reporting
Person With                         9.      Sole Dispositive Power:  -0-


                                   10.      Shared Dispositive Power:  -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

              -0-

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

                                                                             |_|

13.      Percent of Class Represented by Amount in Row (11):  0%

14.      Type of Reporting Person:  IN



<PAGE>


1.       Name of Reporting Person:

         Bonderman Family Limited Partnership

2.       Check the Appropriate Box if a Member of a Group:

                                                                          (a)|_|
                                                                          (b)|X|

3.       SEC Use Only

4.       Source of Funds:  WC

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

6.       Citizenship or Place of Organization:  Texas

                                    7.      Sole Voting Power:  -0-
Number of
Shares
Beneficially
Owned By                            8.      Shared Voting Power:  -0-
Each Reporting
Person With                         9.      Sole Dispositive Power:  -0-


                                   10.      Shared Dispositive Power:  -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:

              -0-

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

                                                                             |_|

13.      Percent of Class Represented by Amount in Row (11):  0%

14.      Type of Reporting Person:  PN



<PAGE>


         This Amendment No. 10 amends and supplements the Schedule 13D filed on
August 8, 1995, as amended (the "Schedule 13D"), by the undersigned, relating to
the shares of Class A Common Stock, par value $.01 per share ("Class A Stock"),
of Continental Airlines, Inc. (the "Issuer"). Unless otherwise indicated, all
defined terms used herein shall have the same meanings respectively ascribed to
them in the Schedule 13D.

ITEM 5.  INTERESTS IN SECURITIES OF THE ISSUER.

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

         (a)(b) On January 22, 2001, the Issuer filed with the Secretary of
State of Delaware the Amended and Restated Certificate of Incorporation of the
Issuer, pursuant to which each share of Class A Stock issued and outstanding
immediately prior to such filing was reclassified, changed and converted into
1.32 shares of Class B Stock (the "Reclassification"). Pursuant to and as a
result of the Reclassification none of the persons named in response to Item
2(a) is the beneficial owner of any Class A Stock.

         (c) To the best of the knowledge of each of the Reporting Persons, none
of the persons named in response to Item 2(a) has effected any transaction in
the Class A Stock during the past sixty days.

         (e) As of January 22, 2001, each Reporting Person ceased to be the
beneficial owner of more than five percent of the Class A Stock.

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

         Item 6 of the Schedule 13D is hereby amended and supplemented by adding
the following at the end thereof:

         On January 22, 2001 the Issuer and Northwest consummated a transaction
pursuant to which, inter alia (A) the covenants in the Investment Agreement
between each of the Reporting Persons and the Issuer pursuant to which each
Reporting Person had agreed (i) not to grant any proxies or powers of attorney
(other than to Northwest or Northwest Airlines Holdings or as otherwise provided
by the Amendment), enter into any voting trust or other voting arrangement with
respect to the Retained Shares, (ii) to vote or caused to be voted the Retained
Shares as directed by Northwest in connection with any fundamental corporate
transaction or certain issuances of the Issuer's common stock or any material
amendment to the Issuer's Amended and Restated Certificate of Incorporation or
Bylaws and to vote or cause the Retained Shares to be voted as recommended by
the Board of Directors of the Issuer in any election of directors of the Issuer
in which any person other than the Issuer is soliciting proxies, (iii) not to
convert any shares of the Class A Stock into shares of the Class B Stock other
than immediately prior to the transfer of such shares to a third party in
accordance with the restrictions provided in the Investment Agreement, and (iv)
not to sell, encumber or otherwise dispose of any or all of the Retained Shares,
unless prior to such transfer such shares are converted into Class B Stock,
terminated, and (B) the irrevocable proxy to vote the Retained Shares in a
manner consistent with the Investment Agreement granted by each Reporting Person
to John H. Dasberg, Mickey A. Foret and Douglas M. Steenland was terminated.

         Also on January 22, 2001, in connection with the Issuer and Northwest
transaction, pursuant to the terms of the Reoffer Purchase Agreement (the
"Reoffer Agreement") by and between the Issuer, Air, Inc., Northwest, Northwest
Airlines Holdings Corporation and Air Partners, the Issuer purchased from Air,
Inc. those certain rights of offer and re-offer set forth in the Investment
Agreement with respect to the Class A Stock, in exchange for a cash payment of
$10,000,000.

         The Reoffer Agreement is filed as Exhibit 4.16 hereto and is
incorporated by reference herein. The foregoing description of the Reoffer
Agreement is qualified in its entirety by reference to such agreement.

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.

         Item 7 of the Schedule 13D is hereby amended and supplemented by adding
the following exhibit.

Exhibit 4.16  Reoffer Purchase Agreement by and between the Continental
              Airlines, Inc., 1992 Air, Inc., Northwest Airlines Corporation,
              Northwest Airlines Holdings Corporation and Air Partners, L.P.




<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NO.   DESCRIPTION

   4.1         Subscription and Stockholders' Agreement, dated as of April 27,
               1993, among Air Partners, Air Canada and the Issuer, previously
               filed.

   4.2         Warrant Agreement, dated as of April 27, 1993, by and between the
               Issuer and the Warrant Agent as defined therein, previously
               filed.

   4.3         Registration Rights Agreement dated as of April 27, 1993, among
               Air Partners, Air Canada and the Issuer, previously filed.

   4.4         Form of Lock Up Agreement between Air Partners and Goldman Sachs
               International, previously filed.

   4.5         Form of Lock Up Agreement between each Partner of Air Partners
               and the Issuer, previously filed.

   4.6         Form of Assignment of Registration Rights by Air Partners in
               favor of each Partner of Air Partners, previously filed.

   4.7         Amendment to Subscription and Stockholders' Agreement, dated as
               of April 19, 1996, among Air Partners, Air Canada and the Issuer,
               previously filed.

   4.8         Amended and Restated Registration Rights Agreement, dated as of
               April 19, 1996 among the Issuer, Air Partners, and Air Canada,
               previously filed.

   4.9         Warrant Purchase Agreement, dated as of May 2, 1996, by and
               between the Issuer and Air Partners, previously filed.

  4.10         Warrant Purchase Agreement, dated as of May 27, 1997, by and
               between the Issuer and Air Partners, previously filed.

  4.11         Investment Agreement dated as of January 25, 1998, among
               Northwest Airlines Corporation, Newbridge Parent Corporation, Air
               Partners and the other parties named therein, previously filed.

  4.12         Promissory Note dated as of April 24, 1998 executed by Air
               Partners, L.P. and payable to Northwest Airlines Corporation,
               previously filed.

  4.13         Pledge Agreement dated as of April 24, 1998 between Air Partners,
               L.P. and Northwest Airlines Corporation, previously filed.

  4.14         Amendment No. 1 to the Investment Agreement dated as of January
               25, 1998 by and among Northwest Airlines Corporation, Newbridge
               Parent Corporation, Air Partners, L.P., Bonderman Family Limited
               Partnership, 1992 Air, Inc., Air Saipan, Inc., and the other
               parties identified on the signature pages thereof, filed
               herewith.

 4.15          Amendment No. 2 to the Investment Agreement dated as of November
               20, 1998 by and among Northwest Airlines Corporation, Newbridge
               Parent Corporation, Air Partners, L.P., Bonderman Family Limited
               Partnership, 1992, Air, Inc., Air Saipan, Inc., and the other
               parties identified on the signature pages thereof, filed
               herewith.

  4.16         Reoffer Purchase Agreement by and between the Continental
               Airlines, Inc., 1992 Air, Inc., Northwest Airlines Corporation,
               Northwest Airlines Holdings Corporation and Air Partners, L.P.

  24.1         Power of Attorney dated August 7, 1995, by Alfredo Brener,
               previously filed.

  99.1         Agreement pursuant to Rule l3d-1(f)(1)(iii), filed herewith.

  99.2         Amended and Restated Limited Partnership Agreement of Air
               Partners, L. P., together with the first amendment thereto,
               previously filed.

  99.3         Second and Third Amendments to the Amended and Restated Limited
               Partnership Agreement of Air Partners, L.P., previously filed.

  99.4         Limited Partnership Agreement of 1998 CAI Partners, L.P. dated as
               of November 18, 1998, filed herewith.

  99.5         Fourth Amendment to the Amended and Restated Limited Partnership
               Agreement of Air Partners, L.P. dated as of November 19, 1998,
               filed herewith.



<PAGE>


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

Dated: January 30, 2001
                                    1998 CAI PARTNERS, L.P.

                                    By:  1992 AIR GP,
                                         General Partner

                                         By: 1992 AIR, INC.,
                                             General Partner

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

                                    1992 AIR GP

                                    By:  1992 AIR, INC.,
                                         General Partner

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

                                    1992 AIR, INC.

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

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

                                    BONDERMAN FAMILY LIMITED PARTNERSHIP

                                    By: David Bonderman, general partner

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


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





                           REOFFER PURCHASE AGREEMENT

                  REOFFER PURCHASE AGREEMENT (the "Agreement"), dated as of
November 15, 2000, by and between Continental Airlines, Inc., a Delaware
corporation ("Continental"), 1992 Air, Inc., a Texas corporation ("1992 Air"),
Northwest Airlines Corporation, a Delaware corporation ("NAC"), Northwest
Airlines Holdings Corporation, a Delaware corporation ("NAHC"), and Air
Partners, L.P., a Texas partnership ("AP", and together with NAC and NAHC, the
"Northwest Parties").

                              W I T N E S S E T H:

                  WHEREAS, each of 1992 Air and the Northwest Parties is a party
to the Investment Agreement, dated as of January 25, 1998 (as amended, the
"Investment Agreement"), pursuant to which 1992 Air was granted certain rights
of offer and re-offer (the "Rights of Offer and Re-Offer") with respect to
certain shares of Class A Common Stock, par value $0.01 per share, of
Continental ("Continental A Stock") held by the Northwest Parties, as set forth
in Section 4.1(d) of the Investment Agreement;

                  WHEREAS, NAC, NAHC, AP, Northwest Airlines, Inc., a Minnesota
corporation ("NAI"), and Continental are entering into the Omnibus Agreement
dated as of the date hereof (the "Omnibus Agreement," and the transactions as
set forth therein, the "Northwest Transaction"), pursuant to which, among other
things,
 Continental will repurchase 6,685,279 shares of Continental A Stock
owned by NAC, NAHC and NAI for $450 million, and reclassify all remaining
outstanding Continental A Stock into Class B Common Stock, par value $0.01 per
share, of Continental ("Continental B Stock") at a ratio of 1.32 shares of
Continental B Stock per share of Continental A Stock; and

                  WHEREAS, in furtherance of the Northwest Transaction,
Continental desires to purchase from 1992 Air, and 1992 Air desires to sell to
Continental, the Rights of Offer and Re-Offer.

                  NOW, THEREFORE, in consideration of the rights and obligations
contained herein, and for other good and valuable consideration, the adequacy of
which is hereby acknowledged, the parties hereto agree as follows:

                  Section 1. Acquisition. In reliance upon the representations,
warranties, covenants and agreements contained herein and upon the terms and
subject to the conditions hereinafter set forth, at the Closing (as defined
below), 1992 Air shall sell, assign, transfer, convey and deliver to
Continental, and Continental shall purchase, acquire and accept from 1992 Air
the Rights of Offer and Re-Offer (the "Acquisition").

                  Section 2. Purchase Price.

                  (a) The aggregate purchase price for the Rights of Offer and
Re-Offer shall, at the election of Continental, be either:

                  (i) U.S. $10 million in cash (the "Cash Purchase Price"); or


                  (ii) that number of shares of Continental B Stock equal to the
         quotient of (x) U.S. $11 million, divided by (y) the Continental Share
         Value (the "Stock Purchase Price");

provided that if the Closing occurs on a date later than February 15, 2001 then
the Cash Purchase Price, if Continental elects to pay the Cash Purchase Price,
or the Stock Purchase Price, if Continental elects to pay the Stock Purchase
Price, shall be increased by an amount per annum equal to 7% of the Cash
Purchase Price or the Stock Purchase Price, as the case may be, calculated on
the basis of a 365-day year based on actual days elapsed from and including
February 16, 2001 through but excluding the Closing Date.

"Continental Share Value" shall be the volume weighted average of the closing
price of the Continental B Stock on the New York Stock Exchange (the "NYSE") for
the 20 Trading Days immediately preceding the third Business Day prior to the
Closing Date. "Trading Day" shall mean any day on which the NYSE is open for
trading. "Business Day" shall mean any day on which banking institutions in New
York, New York are not authorized or required to close.

                  (b) Election Notice. No later than the close of business on
the third Business Day prior to the Closing, Continental shall deliver to 1992
Air a notice (the "Election Notice"), irrevocably electing to pay either the
Cash Purchase Price or the Stock Purchase Price; provided that, if Continental
shall elect to pay the Stock Purchase Price, the Election Notice shall also set
forth the number of shares of Continental B Stock to be issued pursuant thereto
and the amount of cash, if any, in lieu of fractional shares. If Continental
shall fail to deliver a timely Election Notice, it shall be treated for all
purposes in this Agreement as if it had elected to pay the Cash Purchase Price.

                  Section 3. Payment at the Closing.

                  (a) Cash Payment. If, pursuant to the Election Notice,
Continental elects to pay the Cash Purchase Price, Continental shall pay and
deliver to 1992 Air (and/or its designee(s)) at the Closing the sum of the Cash
Purchase Price in immediately available funds by wire transfer or other means
acceptable to 1992 Air to such account or accounts as 1992 Air shall specify in
writing to Continental at least one Business Day prior to the Closing.

                  (b) Stock Payment.

                  (i) Stock Issuance. If, pursuant to the Election Notice,
         Continental elects to pay the Stock Purchase Price, Continental shall
         issue and deliver to 1992 Air (and/or its designee(s)) certificate(s)
         representing the shares of Continental B Stock constituting the Stock
         Purchase Price, in such denominations and to 1992 Air or to such other
         person or persons as 1992 Air shall specify in writing to Continental
         no later than the close of business on the second Business Day prior to
         the Closing (each such other person, a "Designee").

                  (ii) Fractional Shares. Notwithstanding any other provision
         hereof, no fractional shares of Continental B Stock will be issued in
         the Acquisition; instead Continental shall pay at the Closing, in cash,
         the product of such fractional share, multiplied by the Continental
         Share Value.

                  (iii) Anti-Dilution. In the event that Continental changes the
         number or classes of shares of Continental capital stock issued and
         outstanding prior to the Closing as a result of a stock split, stock
         dividend, recapitalization, subdivision, reclassification, combination,
         exchange of shares, or other similar transaction, other than the
         repurchase by Continental of the Repurchased Class A Shares and the
         Reclassification, each as provided for and defined in the Omnibus
         Agreement (a "Continental Capital Change"), appropriate adjustment
         shall be made to the Stock Purchase Price to preserve without
         diminution the rights of 1992 Air. If the record date for such a
         Continental Capital Change shall be prior to the Closing but the
         payment date or issue date, as applicable, therefor shall be subsequent
         to the Closing, Continental shall take such action as shall be required
         so that on such payment date or issue date, as applicable, 1992 Air
         (and/or its designee(s))shall be entitled to receive such additional
         Continental securities as it would have received as a result of such
         event if the record date therefor had been immediately after the
         Closing.

                  Section 4. Closing Matters.

                  (a) The Closing. The closing of the transactions contemplated
by this Agreement (the "Closing") shall take place at the offices of Vinson &
Elkins L.L.P. in Houston, Texas at the Effective Time, as such term is defined
in the Omnibus Agreement, or at such other location, time and date as the
parties hereto may mutually determine and set forth in writing (the "Closing
Date").

                  (b) Delivery at Closing. At the Closing, (i) Continental shall
deliver to 1992 Air (and/or its designees) by wire transfer, the funds in the
amount of the Cash Purchase Price, or, as the case may be, certificate(s)
representing the shares of Continental B Stock constituting the Stock Purchase
Price in such denominations and to 1992 Air or its Designee(s), as the case may
be, (ii) 1992 Air shall deliver to Continental a receipt acknowledging such
delivery, and (iii) the Acquisition shall become effective.

                  Section 5. Suspension of the Rights of Offer and Re-Offer. In
furtherance of the Acquisition and the Northwest Transaction, 1992 Air and each
of the Northwest Parties agrees that all rights, obligations and time periods
which are part of the Rights of Offer and Re-Offer and which are triggered or
otherwise implicated as a result of the Northwest Transaction shall be suspended
solely with respect to the Northwest Transaction. This suspension shall act only
with respect to the Northwest Transaction, and shall in no way impair or
prejudice the right of 1992 Air to exercise its Rights of Offer and Re-Offer in
any other respect or as to any other matter or transaction or at any other time
prior to Closing. This suspension shall cease immediately upon the earliest to
occur of (a) any breach of this Agreement by Continental or the Northwest
Parties, and (b) upon termination of this Agreement. Notwithstanding anything in
this Section 5 to the contrary, the parties hereto agree that upon the Closing
Continental will acquire all of the rights of offer and re-offer set forth in
Section 4.1(d) of the Investment Agreement, and immediately subsequent to the
Effective Time and without any additional consideration or any further action by
any party such rights of offer and reoffer shall terminate

                  Section 6. Representations and Warranties.

                  (a) Continental Representations and Warranties. Continental
represents and warrants to 1992 Air and each of the Northwest Parties as
follows, as of the date of this Agreement and as of the Closing Date as though
made on and as of the Closing Date:

                  (i) its execution, delivery and performance of this Agreement
         has been approved by its board of directors and does not violate its
         certificate of incorporation or by-laws or any material agreement to
         which it is a party;

                  (ii) this Agreement constitutes a valid and binding obligation
         of Continental, enforceable against Continental in accordance with its
         terms, subject to bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting the enforcement of creditors' rights generally and legal
         principles of general applicability governing the availability of
         equitable remedies (whether considered in a proceeding in equity or at
         law or under applicable legal codes); and

                  (iii) if Continental shall elect to pay the Stock Purchase
         Price, all Continental B Stock to be issued pursuant to the
         Acquisition, when issued, will be duly authorized, validly issued,
         fully-paid and non-assessable, free and clear of any mortgage, lien,
         pledge, charges, security interest, restriction on voting or transfer
         or other encumbrance, subject to restrictions imposed by applicable
         securities laws, and will not have been issued in violation of or
         subject to any subscriptive or pre-emptive right.

                  (b) 1992 Air Representations and Warranties. 1992 Air
represents and warrants to Continental and each of the Northwest Parties as
follows, as of the date of this Agreement and as of the Closing Date as though
made on and as of the Closing Date:

                  (i) its execution, delivery and performance of this Agreement
         has been approved by all necessary corporate approvals and does not
         violate its constituent documents or any material agreement to which it
         is a party;

                  (ii) this Agreement constitutes a valid and binding obligation
         of 1992 Air, enforceable against 1992 Air in accordance with its terms,
         subject to bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting the enforcement of creditors' rights generally and legal
         principles of general applicability governing the availability of
         equitable remedies (whether considered in a proceeding in equity or at
         law or under applicable legal codes);

                  (iii) if Continental shall elect to pay the Stock Purchase
         Price then 1992 Air is acquiring the Continental B Stock for its own
         account as principal for investment and not with a view to resale or
         distribution; 1992 Air is fully aware that such securities have not
         been registered under the Securities Act of 1933, as amended (the
         "Securities Act"), or under any applicable state securities laws and
         are being offered and sold in reliance on exemptions from the
         registration requirements of the Securities Act and that such
         securities may not be transferred sold or disposed of by 1992 Air
         absent registration under or exemption from the registration
         requirements of, the Securities Act; and 1992 Air is able to bear the
         economic risk of the investment and has such knowledge and experience
         in financial matters and knowledge of the business of Continental as to
         be capable of evaluating the merits and risks of a prospective
         investment; and

                  (iv) 1992 Air has not assigned, transferred, waived, impaired
         or otherwise encumbered the Rights of Offer and Re-Offer.

In the event that shares of Continental B Stock are to be delivered at the
Closing to Designees pursuant to Section 3(b) hereof, 1992 Air shall deliver to
Continental no later than the Closing representations and warranties of each
Designee similar in scope to the representations and warranties of 1992 Air in
Section (6)(b)(iii) hereof.

                  (c) Northwest Parties Representations and Warranties. Each of
the Northwest Parties represents and warrants to 1992 Air and Continental as
follows, as of the date of this Agreement and as of the Closing Date as though
made on and as of the Closing Date:

                  (i) its execution, delivery and performance of this Agreement
         has been approved by all necessary corporate approvals and does not
         violate its constituent documents or any material agreement to which it
         is a party; and

                  (ii) this Agreement constitutes a valid and binding obligation
         of such Northwest Party, enforceable against it in accordance with its
         terms, subject to bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting the enforcement of creditors' rights generally and legal
         principles of general applicability governing the availability of
         equitable remedies (whether considered in a proceeding in equity or at
         law or under applicable legal codes).

                  Section 7. No Encumbrance. 1992 Air hereby covenants and
agrees, from and after the date hereof until the Closing or earlier termination
of this Agreement, not to assign, transfer, waive, impair or otherwise encumber
the Rights of Offer and Re-Offer without the prior written consent of
Continental.

                  Section 8. Omnibus Amendment. Continental shall notify 1992
Air in writing promptly upon the amendment, assignment, waiver, or other
modification of the Omnibus Agreement (without regard to whether such amendment,
assignment, waiver or other modification was effected pursuant to and in
accordance with the terms of the Omnibus Agreement) made without the prior
written consent of 1992 Air (an "Amendment").

                  Section 9. Termination.

                  (a) This Agreement may be terminated by 1992 Air anytime prior
to Closing following an Amendment made without the prior written consent of 1992
Air that has the effect of either directly or indirectly (i) reducing the
consideration payable to NW Parent and NW Holdings under Section 5.01(b)(ii) of
the Omnibus Agreement, (ii) reducing the number of shares of Class B Common
Stock deliverable to NW Parent and NW Holdings under Section 5.01(c)(iv) of the
Omnibus Agreement, (iii) adversely affecting the economic benefit of the
transactions contemplated by the Omnibus Agreement to the holders of Class A
Common Stock (specifically including 1992 Air and its Affiliates) other than the
Northwest Parties or their respective Affiliates (such term, when used in this
Agreement, having the meaning ascribed to such term in the Omnibus Agreement) or
(iv) reducing the consideration payable to 1992 Air under this Agreement.

                  (b) This Agreement shall automatically terminate upon the
termination of the Omnibus Agreement, if prior to the Effective Time.

                  (c) This Agreement may be terminated by the mutual consent of
the parties hereto.

                  (d) This Agreement may be terminated by 1992 Air, upon a
material breach of any representation, warranty, covenant or agreement on the
part of Continental set forth in this Agreement or if any representation or
warranty of Continental shall have become untrue, in either case which breach or
untruth could reasonably be expected to have a material adverse effect on the
ability of Continental to consummate the transactions contemplated by this
Agreement (a "Terminating Continental Breach"); provided, however, that, if such
Terminating Continental Breach is curable by Continental through the exercise of
its commercially reasonable efforts and for so long as Continental continues to
exercise such reasonable efforts, 1992 Air may not terminate this Agreement
under this Section 9(d);

                  (e) This Agreement may be terminated by Continental, upon a
material breach of any representation, warranty, covenant or agreement on the
part of 1992 Air or any of the Northwest Parties set forth in this Agreement or
if any representation or warranty of 1992 Air or any of the Northwest Parties
shall have become untrue, in either case which breach or untruth could
reasonably be expected to have a material adverse effect on the ability of 1992
Air or any of the Northwest Parties to consummate the transactions contemplated
by this Agreement (a "Terminating 1992 Air Breach"); provided, however, that, if
such Terminating 1992 Air Breach is curable by such breaching party through the
exercise of its commercially reasonable efforts and for so long as such party
continues to exercise such reasonable efforts, Continental may not terminate
this Agreement under this Section 9(e);

                  (f) Upon the termination of this Agreement in accordance with
the provisions of this Section 9, this Agreement, except for Section 10(c),
shall be null and void and of no further force and effect, and no party shall
have any liability or further obligation to any other party hereunder, except
that termination shall not relieve a party from liability for any willful breach
of this Agreement.

                  Section 10. Indemnification

                  (a) To the fullest extent permitted by Law, as such term is
defined in the Omnibus Agreement, subject to the terms of Sections 10(b) and
10(c), Continental will indemnify, defend and hold harmless 1992 Air and its
respective directors, officers, stockholders, partners, employees, agents,
representatives, successors, permitted transferees and permitted assigns, from
and against all out-of-pocket costs and expenses (including, without limitation,
reasonable legal fees and expenses incurred in connection with Claims (as
defined below)), including amounts paid to third parties (which shall be deemed
to include Continental and its Affiliates, other than the Northwest Parties, NAI
and 1992 Air and their respective Affiliates) in respect of settlements or
judgments resulting from or arising in connection with claims made by holders,
former holders, beneficial owners or former beneficial owners of Equity
Securities, as such term is defined in the Omnibus Agreement, of Continental
(other than the Northwest Parties, 1992 Air. and their respective Affiliates) in
their capacity as holders of such Equity Securities, or by, on behalf of or in
the name of Continental (each, a "Claim", and collectively, "Claims") based upon
or in connection with this Agreement or the Omnibus Agreement or the
transactions contemplated hereby or thereby; provided, however, that Continental
shall have no obligation to indemnify any party hereunder to the extent, but
only to the extent, the Claim relates to a breach by 1992 Air or its Affiliates
of this Agreement or any other agreement to which 1992 Air or its Affiliates is
a party.

                  (b) For purposes of this Section 10, the term "Indemnifying
Party" when used in connection with a particular Claim means Continental, which
is the person having an obligation to indemnify with respect to such Claim
pursuant to this Section 10, and the term "Indemnified Party" when used in
connection with a particular Claim means the person (whether one or more) having
the right to be indemnified with respect to such Claim pursuant to this Section
10. The following procedures will apply to the indemnification obligations set
forth in this Agreement:

                  (i) Promptly after receipt of written notice of a Claim
         involving a third party, the Indemnified Party against whom such Claim
         is asserted will give the Indemnifying Party written notice of any such
         Claim; provided, however, that any failure or delay in providing such
         notice to the Indemnifying Party will not relieve the Indemnifying
         Party of any obligations under this Section 10 except to the extent and
         only to the extent the Indemnifying Party was actually and materially
         prejudiced by such delay or failure. The Indemnifying Party will
         promptly designate counsel chosen by it and reasonably acceptable to
         the Indemnified Party to represent the Indemnified Party in connection
         with such Claim and the Indemnifying Party will pay all costs of
         investigation, litigation or arbitration incurred in connection with
         such Claim including, without limitation, fees and expenses of such
         counsel. The Indemnifying Party will have the right to undertake the
         defense, compromise or settlement of such Claim (subject to paragraph
         (ii) below), and the Indemnifying Party will not be liable for the fees
         or expenses of separate counsel for the Indemnified Party, unless the
         employment of such counsel shall have been authorized in writing by the
         Indemnifying Party in connection with the defense of such action or the
         Indemnifying Party shall not have employed counsel reasonably
         satisfactory to the Indemnified Party to have charge of the defense of
         such action or, based upon the written advice of counsel, the
         Indemnified Party shall have reasonably concluded that there may be
         defenses available to it that are different from those available to the
         Indemnifying Party or that a material conflict of interest or material
         potential conflict of interest exists (in which case the Indemnifying
         Party shall not have the right to direct the defense of such action on
         behalf of the Indemnified Party), in any of which cases the reasonable
         fees and expenses of counsel for the Indemnified Party shall be borne
         by the Indemnifying Party and paid as incurred (it being understood,
         however, that the Indemnifying Party shall not be liable for the
         expenses of more than one separate counsel (other than local counsel)
         in any one action or series of related actions in the same jurisdiction
         representing the Indemnified Parties who are parties to such action).
         The Indemnified Party will use its reasonable efforts to cooperate
         fully with respect to the defense of any Claim. If after the passage of
         a reasonable period of time after notice of any Claim, the Indemnifying
         Party has not initiated a defense against such Claim, the Indemnified
         Party will have the right, upon written notice to the Indemnifying
         Party, to undertake the defense, compromise or settlement of such Claim
         at any time prior to settlement, compromise or final determination
         thereof and any action so taken by the Indemnified Party with regard to
         such defense, compromise or settlement will be deemed to be within the
         protection afforded by this Agreement unless a court of competent
         jurisdiction makes a final determination that the Indemnified Party is
         not entitled to indemnification hereunder with respect to such Claim;
         provided, however, that any settlement of any such Claim shall require
         the prior written consent of the Indemnifying Party, which consent
         shall not be unreasonably withheld or delayed.

                  (ii) Anything in this Section 10(b) to the contrary
         notwithstanding, the Indemnifying Party will not settle or compromise
         any Claim or consent to the entry of any judgment that does not include
         as an unconditional term thereof the giving by the claimant or
         plaintiff to the Indemnified Party a full, irrevocable and
         unconditional release from all liability in respect of such Claim;
         provided that if the terms of such settlement, compromise or judgment
         adversely affects any of the rights granted to such Indemnified Party
         herein, in any of the Ancillary Agreements, or in the Amended and
         Restated Certificate of Incorporation (such capitalized terms having
         the meaning ascribed to them in the Omnibus Agreement), the
         Indemnifying Party will not settle or compromise such Claim or consent
         to the entry of judgment without the written consent of the Indemnified
         Party, which consent shall not be unreasonably withheld or delayed. In
         the event that there is more than one Indemnified Party with respect to
         any Claim, any notice contemplated by this Section 10(b) to be given to
         the Indemnified Party will be deemed to be given for purposes hereof if
         it is given to any Indemnified Party. No Indemnifying Party shall be
         liable for any settlement of any Claim effected without its written
         consent (which consent shall not be unreasonably withheld), but if
         settled with its written consent, the Indemnifying Party agrees to
         indemnify and hold harmless any Indemnified Party from and against any
         loss or liability by reason of such settlement.

                  (c) No party to this Agreement nor any of their respective
Affiliates or representatives shall be liable to any other party hereto or any
of its Affiliates or representatives for claims for punitive, special,
exemplary, incidental, indirect or consequential damages connected with this
Agreement, regardless of whether a claim is based on contract, tort (including
negligence), strict liability, violation of any applicable deceptive trade
practices act or similar Law or any other legal or equitable principle.

                  Section 11. Registration Rights. If Continental shall elect to
pay the Stock Purchase Price, then within 90 days of the Closing, Continental
shall file and use its reasonable best efforts to cause to be effective an S-3
registration statement covering the resale of the Continental securities
constituting the Stock Purchase Price by 1992 Air, its Designees and its and
their transferees and shall use its reasonable best efforts to maintain the
effectiveness of such registration statement (subject to usual and customary
limitations, including reasonable blackouts) for a period of three years.

                  Section 12. Further Assurances. Each of the parties to this
Agreement will cooperate and use its reasonable efforts to take or cause to be
taken all reasonable actions, to cooperate reasonably with the other parties
hereto with respect to such actions, and to do or cause to be done all things
reasonably necessary or advisable to consummate and make effective the
transactions contemplated by this Agreement.

                  Section 13. General Release. 1992 Air, for itself and its
Affiliates, hereby, fully, finally, and forever releases, acquits, and
discharges, the Northwest Parties and Northwest Airlines, Inc., a Minnesota
corporation, and the Northwest Parties, for themselves and Northwest Airlines,
Inc., hereby, fully, finally, and forever releases, acquits, and discharges 1992
Air and its Affiliates from any and all theories of recovery of whatever nature,
whether known or now unknown, whether past, present or future, whether
contingent, prospective or matured, recognized by the law of any jurisdiction
and comprehensively includes, but is not limited to, all causes of action,
demands, claims, debts, obligations, liens, actions, liability, suits, and
judgments, whether based in contract or tort, whether arising in equity or under
the common law or any contract or under any statute or otherwise, relating to or
arising from this Agreement or the Omnibus Agreement or the transactions
contemplated hereby or thereby, other than claims against a party arising from
such party's breach of this Agreement or the Omnibus Agreement, and from any and
all declaratory or monetary elements of relief or recovery of whatsoever nature,
whether known or now unknown, recognized by the law of any jurisdiction
including, but not limited to, actual damages of every description (whether
direct, consequential, incidental or otherwise), such as economic loss, property
loss, or reputation loss; statutory, multiple, treble, punitive or exemplary
damages; attorneys' fees; prejudgment or post judgment or other interest;
equitable, declaratory or injunctive relief; expenses; and costs of court,
relating to or arising from this Agreement or the Omnibus Agreement or the
transactions contemplated hereby or thereby, other than those arising from such
party's breach of this Agreement or the Omnibus Agreement.

                  Section 14. Miscellaneous.

                  (a) Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware (regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law).

                  (b) Jurisdiction. Any judicial proceeding brought against any
of the parties hereto with respect to this Agreement shall be brought in the
United States District Court for the District of Delaware irrespective of where
such party may be located at the time of such proceeding, and by execution and
delivery of this Agreement, each of the parties hereto hereby consents to the
exclusive jurisdiction of such court and waives any defense or opposition to
such jurisdiction.

                  (c) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to constitute an original, but
all of which together shall constitute one and the same document.

                  (d) Assignment; No Third-Party Beneficiaries; Amendment.
Neither this Agreement, nor any of the rights, interests or obligations shall be
assigned by any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other party. This Agreement is binding
upon and for the sole benefit of the parties hereto and their respective
successors and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other person any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.

                  (e) Waiver. Failure by any party to take action against
another in case of the others noncompliance with obligations or conditions set
forth in this Agreement shall not be interpreted as a waiver for a subsequent
noncompliance of the same or other obligations or conditions. No waiver shall be
deemed to have been made by any party of any of its rights under this Agreement
unless the same is in writing and is signed on its behalf by its authorized
representative. Any such waiver shall constitute a waiver only with respect to
the specific matter described in such writing and shall in no way impair the
rights of the party granting such waiver in any other respect or at any other
time.

                  (f) Interpretation. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement. Whenever the words
"include", "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation". Any reference to
"herein" or "hereof" or similar terms shall refer to the agreement as a whole
rather than to the individual paragraph or section.

                  (g) Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as it is enforceable.

                  (h) Specific Performance. The parties hereby acknowledge and
agree that the failure of any party to this Agreement timely to perform its
agreements and covenants hereunder will cause substantial and irreparable injury
to the other parties to this Agreement for which damages, even if available,
will not be an adequate remedy. Accordingly, each of the parties hereto hereby
consents to the granting of equitable relief (including specific performance and
injunctive relief) by any court having jurisdiction over the matter to enforce
any party's obligations hereunder. The parties further agree to waive any
requirement for the securing or posting of any bond in connection with the
obtaining of any such equitable relief, and that this Section 14(h) is without
prejudice to any other rights that the parties hereto may have for any failure
to perform this Agreement. The parties further agree not to assert in any
proceeding that grounds for any equitable relief are not satisfied. The parties
acknowledge that because the obligations imposed on them in this Agreement are
special, unique and of an extraordinary character, the making available of
equitable remedies (including specific performance and injunctive relief) in
this Agreement was a condition to each party's entering into this Agreement.

                  (i) Notices. All notices, requests and other communications
hereunder to a party shall be in writing and shall be deemed given (x) upon
delivery if personally delivered or (y) three Business Days after being mailed
by registered or certified mail (return receipt requested) or (z) one Business
Day after being delivered by overnight courier or by facsimile (with
confirmation) to such party at its address or facsimile set forth below or such
other address or facsimile as such party may specify by notice to the parties
hereto.

                  If to Continental:

                  Continental Airlines Inc.
                  1600 Smith Street
                  Dept. HQSEO
                  Houston, Texas 77002
                  Attention: General Counsel and Chief Financial Officer
                  Facsimile: (713) 324-2687

                  If to 1992 Air:

                  1992 Air, Inc.
                  301 Commerce Street, Suite 3300
                  Fort Worth, Texas 76102
                  Attention: James J. O'Brien
                  Facsimile (817) 871-4013

                  If to the Northwest Parties:

                  Northwest Airlines Corporation
                  5101 Northwest Drive
                  St. Paul, Minnesota   55111
                  Attention:   General Counsel
                  Telephone:   (612) 727-6500
                  Telecopier:  (612) 726-7123



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<PAGE>

                  IN WITNESS WHEREOF, this Agreement executed on behalf of the
parties hereto by their respective duly authorized officers, all as of the date
first above written.

                                       1992 AIR, INC., a Texas Corporation


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       CONTINENTAL AIRLINES, INC.


                                       By:
                                           -------------------------------------
                                           Jeffery A. Smisek
                                           Executive Vice President, General
                                             Counsel and Secretary


                                       NORTHWEST AIRLINES CORPORATION


                                       By:
                                           -------------------------------------
                                           Douglas M. Steenland
                                           Executive Vice President, General
                                             Counsel and Secretary


                                       NORTHWEST AIRLINES HOLDINGS CORPORATION


                                       By:
                                           -------------------------------------
                                           Douglas M. Steenland
                                           Executive Vice President, General
                                             Counsel and Secretary


                                       AIR PARTNERS L.P.


                                       By NORTHWEST AIRLINES CORPORATION,
                                          its General Partner
                                           By:
                                           -------------------------------------
                                           Name:
                                           Title:


                 [Signature Page to Reoffer Purchase Agreement]