<PAGE>


                                          
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                                          
                                    SCHEDULE 13D
                                          
                     Under the Securities Exchange Act of 1934
                                 (Amendment No. 2)*
                                          
                             CONTINENTAL AIRLINES, INC.
                                  (Name of Issuer)
                                          
                       CLASS A COMMON STOCK, $0.01 PAR VALUE
                           (Title of Class of Securities)
                                          
                                     210795209
                                   (CUSIP Number)
                                          
                                DOUGLAS M. STEENLAND
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           NORTHWEST AIRLINES CORPORATION
                               2700 LONE OAK PARKWAY
                               EAGAN, MINNESOTA 55121
                             TELEPHONE: (612) 727-6500
    (Name, Address and Telephone Number of Person Authorized to Receive Notices
                                and Communications)
                                          
                                   APRIL 24, 1998
              (Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [  ]

Note:     Six copies of this Statement, including all exhibits, should be filed
          with the Commission.  See Rule 13d-1(a) for other parties to whom
          copies are to be sent.

                                                  (Continued on following pages)
Exhibit Index appears on Page A-1.                           Page 1 of 7 pages


- --------------------
*    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>
                                                                               2


CUSIP No.  210795209
- --------------------------------------------------------------------------------
1.   Name of Reporting Persons
     S.S. or I.R.S. Identification No. of Above Person

     Northwest Airlines Corporation (IRS Identification No. 95-4205287)
- --------------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group
     (a)
     (b)
- --------------------------------------------------------------------------------
3.   SEC Use Only

- --------------------------------------------------------------------------------
4.   Source of Funds
     OO; WC (See Item 3)

- --------------------------------------------------------------------------------
5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
     2(d) or 2(e)
     [  ]

- --------------------------------------------------------------------------------
6.   Citizenship or Place of Organization

     State of Delaware

- --------------------------------------------------------------------------------
                         7.   Sole Voting Power
   NUMBER                                                                       
                              -0-
 OF SHARES               -------------------------------------------------------
                         8.   Shared Voting Power
BENEFICIALLY             
                              9,514,868 shares 
 OWNED BY                -------------------------------------------------------
                         9.   Sole Dispositive Power
    EACH
                              -0-
 REPORTING               -------------------------------------------------------
                         10.  Shared Dispositive Power
PERSON WITH
                              9,514,868 shares
                         -------------------------------------------------------


<PAGE>
                                                                               3


- --------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     9,514,868 shares 
- --------------------------------------------------------------------------------
12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
     [  ]
- --------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

     Class A - 83.3% (1)  (See Item 5)

- --------------------------------------------------------------------------------
14   Type of Reporting Person

     CO
- --------------------------------------------------------------------------------

(1)  Assumes that there are 11,418,932 shares of Issuer Class A Common Stock
     outstanding.




<PAGE>


          This Amendment No. 2 (this "Amendment") amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed on February 4, 1998, as
amended by Amendment No. 1 ("Amendment No. 1") filed on March 5, 1998, on behalf
of Northwest Airlines Corporation, a Delaware corporation ("Northwest"),
relating to the Class A Common Stock, $0.01 par value per share ("Issuer Class A
Common Stock"), of Continental Airlines, Inc., a Delaware corporation (the
"Issuer").  Capitalized terms used and not defined in this Amendment have the
meanings set forth in the Schedule 13D.

          This Amendment is being filed by Northwest in connection with the
exercise, pursuant to the terms of the Investment Agreement, on April 24, 1998,
by Air Partners, L.P., a Texas limited partnership (the "Partnership"), of
warrants owned by it to purchase 3,039,468 shares of Issuer Class A Common
Stock, which exercise was funded by a loan from Northwest to the Partnership in
the amount of the aggregate exercise price of the warrants, $28,356,015.  Such
loan is secured by a pledge of such 3,039,468 shares of Issuer Class A Common
Stock.   


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

          Item 3 of the Schedule 13D is hereby amended and supplemented by
adding the following at the end thereof:

          On April 24, 1998, the Partnership exercised the warrants owned by it
to purchase 3,039,468 shares of Issuer Class A Common Stock, as more fully
described in Item 5(c) herein, for an aggregate exercise price of $28,356,015. 
Pursuant to the terms of the Investment Agreement, Northwest extended a loan to
the Partnership, evidenced by a promissory note, in the principal amount of the
aggregate exercise price of the warrants.  The cash was funded from Northwest's
general working capital. 

          
Item 5.   INTEREST IN SECURITIES OF THE ISSUER.


          Item 5 of the Schedule 13D is hereby amended and supplemented as
follows:
     
          (a)  Item 5(b) of the Schedule 13D is amended by deleting in its
entirety the last sentence under the heading "The Partnership" and replacing it
with the following:

          "As of April 24, 1998, the Partnership and the Transferors
     beneficially own 8,535,868 shares of Issuer Class A Common Stock."




<PAGE>
                                                                               5


          (b)  Item 5(c) of the Schedule 13D is amended by adding the following
at the end thereof:

          Pursuant to the terms of the Investment Agreement, on April 24, 1998,
     the Partnership exercised the warrants owned by it to purchase 3,039,468
     shares of Issuer Class A Common Stock.  The Partnership purchased 2,298,134
     shares of Issuer Class A Common Stock at an exercise price of $7.50 per
     share, and 741,334 shares of Issuer Class A Common Stock at an exercise
     price of $15.00 per share.

          Since March 2, 1998, except as set forth in this paragraph (c), no
     transactions were effected in Issuer Class A Common Stock by Northwest, or,
     to the best of its knowledge, any person listed in Attachment A attached to
     the Schedule 13D.        


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:

EXERCISE OF THE WARRANTS

          In connection with the exercise of the warrants described in Item 
5(c) above, on April 24, 1998, the Partnership received from Northwest, 
pursuant to the terms of the Investment Agreement, funds in an amount equal 
to the aggregate exercise price of the warrants.  The obligation of the 
Partnership to repay such loan is evidenced by a promissory note, dated as of 
April 24, 1998, executed and delivered by the Partnership and payable to 
Northwest, a copy of which is attached hereto as Exhibit 6.  The promissory 
note is secured by a pledge of the 3,039,468 shares of Issuer Class A Common 
Stock issued to the Partnership upon exercise of the warrants.  A copy of the 
Pledge Agreement, dated as of April 24, 1998 (the "Pledge Agreement"), 
between Northwest and the Partnership, is attached hereto as Exhibit 7. 

VOTING OF THE ISSUER CLASS A COMMON STOCK

          As described above under "Investment Agreement--Restrictions on the
Partnership", Northwest has the right to direct the vote of the shares of Issuer
Class A Common Stock held by the Partnership with respect to certain changes to
the Issuer's capital structure.  At its annual meeting of stockholders to be
held on May 21, 1998, the Issuer is seeking the vote of its stockholders with
respect to a proposal to approve its 1998 Stock Incentive Plan.  Northwest has
informed the Issuer that it intends to cause the 5,496,400 shares of Issuer
Class A Common Stock held by the Partnership and outstanding on the record date
in connection with such annual meeting to be voted with respect to such proposal
in the same proportion as the votes cast by other holders of voting securities
of the Issuer.

          Except for the promissory note and the Pledge Agreement, and as
otherwise referred to or described in this Amendment, Amendment No. 1 and the
Schedule 13D, to the 


<PAGE>
                                                                               6

best knowledge of Northwest, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) between Northwest and any
other person, with respect to any securities of the Issuer.
     

     Item 7.   MATERIAL TO BE FILED AS EXHIBITS.

          Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following at the end thereof:


Exhibit 6      Promissory Note executed by Air Partners L.P. and payable to
               Northwest Airlines Corporation, dated as of April 24, 1998. 
 
Exhibit 7      Pledge Agreement between Northwest Airlines Corporation and Air
               Partners, L.P., dated as of April 24, 1998.










<PAGE>
                                                                               7

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

Dated:  May 1, 1998


                                   NORTHWEST AIRLINES CORPORATION



                                   By: /s/ Douglas M. Steenland
                                      ------------------------------------
                                      Douglas M. Steenland
                                      Senior Vice President, General 
                                      Counsel and Secretary





<PAGE>
                                                                                

                                    EXHIBIT INDEX

Exhibit No.                        Description
- -----------                        -----------

Exhibit 6      Promissory Note executed by Air Partners L.P. and payable to
               Northwest Airlines Corporation, dated as of April 24, 1998. 

Exhibit 7      Pledge Agreement between Northwest Airlines Corporation and Air
               Partners, L.P., dated as of April 24, 1998.
     


















                                         A-1





<PAGE>

                                                                       Exhibit 6




                                   PROMISSORY NOTE


$28,356,015.00                                                New York, New York
                                                                  April 24, 1998

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE REOFFERED OR SOLD UNLESS AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

          FOR VALUE RECEIVED, the undersigned, AIR PARTNERS, L.P., a Texas 
limited partnership (the "PARTNERSHIP"), promises to pay to NORTHWEST 
AIRLINES CORPORATION, a Delaware corporation ("PARENT"), at 2700 Lone Oak 
Parkway, Eagan, Minnesota 55121 (or at such other place as Parent shall 
notify the Partnership in writing), without setoff or counterclaim, the 
principal amount of TWENTY-EIGHT MILLION THREE HUNDRED FIFTY-SIX THOUSAND 
FIFTEEN DOLLARS AND NO CENTS ($28,356,015.00) at the earlier to occur of (i) 
the date the Investment Agreement, dated as of January 25, 1998 (the 
"AGREEMENT"; capitalized terms used and not specifically defined herein shall 
have the meanings set forth in the Agreement), among Parent, Newbridge Parent 
Corporation, the Partnership, the Partners of the Partnership named therein 
and the Transferors named therein, is terminated in accordance with its terms 
and (ii) the Closing and to pay interest on the unpaid principal balance 
hereunder
 (such principal amount, the "LOAN") (A) for any period ending on or 
prior to July 25, 1998 at the Revolving Interest Rate and (B) for any period 
from and including July 25, 1998, at a rate of 10% per annum.  If the Closing 
occurs, the aggregate Cash Election Share Price payable and/or the aggregate 
number of Exchange Shares to be delivered by Parent and Holdco Sub at the 
Closing shall be reduced by the amount of principal and interest payable by 
the Partnership hereunder (the "PAYOFF AMOUNT") in respect of each Partner in 
proportion to each Partner's allocable share of the Payoff Amount, the 
determination of the portion of the Payoff Amount allocable to the Cash 
Electing Partners and the Share Electing Partners to be made by the 
Partnership and notified to Parent in writing at least three Business Days in 
advance of the Closing.  Any reduction in the Exchange Shares to be issued 
shall be based on the average closing price for the Parent Class A Common 
Stock as of the close of business for each of the ten trading days ending on 
and including the third Business Day preceding the Closing Date.  In the 
event the Agreement is terminated, this Note shall be repaid in full in cash. 
 In the event that any amount payable hereunder is not paid when due, such 
amount shall bear interest at a rate per annum equal to the rate per annum 
applicable to the unpaid principal balance hereof, as described above, plus 
2% per annum.  

          Interest shall accrue from and including the date hereof to but
excluding the date of payment, and shall be calculated on the basis of a 365-day
year.  All accrued but unpaid interest shall in any event be paid in full in
cash, shares of Holdco Sub Class A Common Stock or a combination thereof (in
accordance with the preceding paragraph), as the 


<PAGE>
                                                                               2


case may be, on the earlier to occur of (i) the Closing, (ii) the date the
Agreement is terminated in accordance with its terms and (iii) the date on which
the Loan becomes due by acceleration or otherwise; PROVIDED, HOWEVER, in the
event the Agreement is terminated, all accrued and unpaid interest shall be
repaid in full in cash.  For purposes of this Note, if any day referenced herein
shall not be a Business Day, such reference shall be deemed to be the next
succeeding Business Day.

          This Note may be prepaid in whole or in part at any time without
premium or penalty.  Each payment under this Note shall first be credited to
accrued and unpaid interest, and the remainder shall be credited to principal. 
All interest due hereunder shall be paid to the date of payment on the principal
amount prepaid.  All cash payments (including prepayments) to be made by the
Partnership hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to the close of business on the due date thereof to or for the account of Parent
at 2700 Lone Oak Parkway, Eagan, Minnesota 55121 (or at such other place as
Parent shall notify the Partnership in writing), in dollars in lawful currency
of the United States of America and in immediately available funds.

          All payments of principal, interest and any other amounts hereunder by
the Partnership shall be made free and clear of, and without deduction or
withholding for, any and all present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings of any nature
whatsoever, now or hereafter imposed, levied, collected, withheld or assessed by
any governmental authority (the foregoing, "TAXES").  

          If any of the following events (each, an "EVENT OF DEFAULT") shall
occur and be continuing:

          (a)  The Partnership shall fail to pay any principal hereunder when
     due in accordance with the terms hereof; or the Partnership shall fail to
     pay any interest in respect of the Loan, or any other amount payable
     hereunder, when any such interest or other amount becomes due in accordance
     with the terms hereof; or

          (b)  (i) The Partnership shall commence any case, proceeding or other
     action (A) under any existing or future law of any jurisdiction, domestic
     or foreign, relating to bankruptcy, insolvency, reorganization or relief of
     debtors, seeking to have an order for relief entered with respect to it, or
     seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian, conservator
     or other similar official for it or for all or any substantial part of its
     assets, or the Partnership shall make a general assignment for the benefit
     of its creditors; or (ii) there shall be commenced against the Partnership
     any case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of an order for relief or any such
     adjudication or appointment or (B) remains undismissed, undischarged or
     unbonded for a period of 60 days; or (iii) there shall be commenced against
     the Partnership any case, proceeding or other action seeking issuance of a
     warrant of attachment, execution, restraint or similar 



<PAGE>
                                                                               3


     process against all or any substantial part of its assets which results in
     the entry of an order for any such relief which shall not have been
     vacated, discharged, or stayed or bonded pending appeal within 60 days from
     the entry thereof; or (iv) the Partnership shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)
     the Partnership shall generally not, or shall be unable to, or shall admit
     in writing its inability to, pay its debts as they become due; 

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (b) above with respect to the Partnership,
automatically the Loan (with accrued interest thereon) and all other amounts
owing under this Note shall immediately become due and payable, and (B) if such
event is any other Event of Default, Parent may, in its sole discretion by
notice to the Partnership, declare the Loan (with accrued interest thereon) and
all other amounts owing under this Note to be due and payable forthwith,
whereupon the same shall immediately become due and payable, and Parent may
avail itself of all other remedies of a secured creditor, including as set forth
under the Pledge Agreement dated as of the date hereof among Parent, the
Partnership and the Partners.  

          The Partnership agrees (a) to pay or reimburse Parent for all its
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Note and any other documents related hereto, including,
without limitation, the fees and disbursements of counsel and (b) to pay,
indemnify, and hold Parent harmless from, any and all recording and filing fees,
stamp or similar taxes or duties or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Note.  The agreements
in this paragraph shall survive repayment of the Loan and all other amounts
payable hereunder.

          The right to plead any and all statutes of limitation as a defense to
a demand hereunder is hereby waived to the full extent permitted by law.  None
of the provisions hereof and none of Parent's rights or remedies hereunder on
account of any past or future defaults shall be deemed to have been waived by
Parent's acceptance of any past due installments or by any indulgence granted by
Parent to the Partnership.  The Partnership, for itself and any guarantors
hereof, and their successors and assigns, waives presentment, demand, protest
and notice thereof or of dishonor, and waives any right to be released by reason
of any extension of time or change in the terms of payment or any change,
alteration or release of any security given for the payment hereof.

          The Partnership hereby irrevocably and unconditionally (i) submits for
itself and its property in any legal action or proceeding relating to or arising
from this Note, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the
United States of America sitting in the Southern District of New York or, in the
absence of Federal jurisdiction, the Commercial Part of the Supreme Court of the
State of New York for New York County, and appellate courts from any thereof;
(ii) consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and 


<PAGE>
                                                                               4


agrees not to plead or claim the same; (iii) agrees that service of process in
any such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Partnership at its address previously notified to
Parent; and (iv) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other appropriate jurisdiction.

          The terms of this Note may be amended, supplemented or modified only
with the written consent of Parent and the Partnership.  Neither this Note nor
any of the rights, interests or obligations under this Note shall be assigned,
in whole or in part, by operation of law or otherwise by either of the parties
without the prior written consent of the other party.  The Note will be binding
upon and, inure to the benefit of, and be enforceable by, the parties and their
respective successors, assigns and heirs.       

          The Partnership hereby represents and warrants to Parent that (i) the
execution, delivery and performance by the Partnership of the Note and its
obligations hereunder have been duly authorized by all necessary Partnership
action, and by all necessary action on the part of each Partner; (ii) no consent
or authorization of, filing with, notice to or other act by or in respect of,
any governmental authority or any other person is required in connection with
the borrowing hereunder or with the execution, delivery, performance, validity
or enforceability of this Note except consents, authorizations, filings and
notices that have been obtained or made and are in full force and effect; (iii)
this Note constitutes a valid and binding obligation of the Partnership,
enforceable against the Partnership in accordance with its terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights generally from time
to time in effect and to general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
in a proceeding at equity or at law) and (iv) the execution, delivery and
performance by the Partnership of this Note, the borrowing hereunder, the use of
the proceeds thereof and the compliance by the Partnership with any of the
provisions hereof will not violate any material requirement of law or any
material contractual obligation of the Partnership or conflict with or result in
any breach of any applicable trust or other organizational documents applicable
to the Partnership.

          This Note shall be governed by and construed in accordance with the
laws of the State of New York.




<PAGE>
                                                                               5


          IN WITNESS WHEREOF, the Partnership has caused this Note to be duly
executed the day and year first year above written.

                                        AIR PARTNERS, L.P.


                                        By: 1992 Air GP, managing
                                             general partner
                                        By: 1992 Air, Inc., managing
                                             partner


                                        By: /s/ James J. O'Brien
                                           --------------------------------
                                           Name:  James J. O'Brien
                                           Title: Vice President









<PAGE>
                                                                       Exhibit 7


                                   PLEDGE AGREEMENT


          PLEDGE AGREEMENT, dated as of April 24, 1998, by and between NORTHWEST
AIRLINES CORPORATION, a Delaware corporation ("PARENT"), AIR PARTNERS, L.P., a
Texas limited partnership (the "PARTNERSHIP").


                                 W I T N E S S E T H:


          WHEREAS, Parent, Newbridge Parent Corporation, a Delaware corporation,
the Partnership, the Partners of the Partnership named therein and the
Transferors named therein entered into an Investment Agreement, dated as of
January 25, 1998 (the "INVESTMENT AGREEMENT");  

          WHEREAS, pursuant to Section 2.3(a) of the Investment Agreement, 
Parent has agreed to extend a loan to the Partnership (the "LOAN") in the 
principal amount of TWENTY-EIGHT MILLION THREE HUNDRED FIFTY-SIX THOUSAND 
FIFTEEN DOLLARS AND NO CENTS ($28,356,015.00) (the "LOAN AMOUNT") to fund the 
purchase of the Warrants, which loan is evidenced by a note (the "NOTE"); and

          WHEREAS, the obligation of Parent to make the Loan is conditioned
upon, among other things, the execution and delivery by the Partnership of a
Pledge Agreement in the form hereof; 
     

          NOW, THEREFORE, in consideration of the premises and to induce Parent
to make the Loan to the Partnership, the parties agree as follows: 

     1.  DEFINED TERMS.    Unless otherwise defined herein, terms defined in
 the
Investment Agreement and used herein shall have the meanings given to them in
the Investment Agreement.

     (b)  The following terms shall have the following meanings:

     "AGREEMENT" means this Pledge Agreement, as the same may be amended,
modified or otherwise supplemented from time to time.

     "CODE" means the Uniform Commercial Code from time to time in effect in the
State of New York.

     "COLLATERAL" means the Pledged Stock and all Proceeds.


<PAGE>
                                                                               2

     "COLLATERAL ACCOUNT" means any account established to hold money Proceeds,
maintained under the sole dominion and control of the Partnership.

     "OBLIGATIONS" means the collective reference to:

     (a)  the unpaid principal of and interest on the Loan and all other
obligations and liabilities of the Partnership to Parent (including, without
limitation, interest accruing at the then applicable rate provided in the Note
after the maturity of the Loan and interest accruing at the then applicable rate
provided in the Note after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Partnership, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, the Note, this Agreement or any
other document made, delivered or given in connection therewith; and

     (b)  all obligations and liabilities of the Partnership which may arise
under or in connection with this Agreement; 

in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to Parent that are required to
be paid by the Partnership pursuant to the terms of this Agreement).

     "PLEDGED STOCK" means the shares of capital stock listed on Schedule 1
hereto, which shall be all shares of Company Class A Common Stock issued to the
Partnership upon exercise of the Warrants, together with all stock certificates,
securities, options or rights of any nature whatsoever that may be issued or
granted by the Company to the Partnership in respect of the Pledged Stock while
this Agreement is in effect.

     "PROCEEDS" means all "proceeds" as such term is defined in Section 9-306(1)
of the Uniform Commercial Code in effect in the State of New York on the date
hereof and, in any event, shall include, without limitation, all dividends or
other income from the Pledged Stock, collections thereon or distributions with
respect thereto.

     (c)  The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section and paragraph
references are to this Agreement unless otherwise specified.

     (d)  The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

     2.  Loan.  The Partnership hereby confirms its promise to pay the Loan
Amount to the order of Parent at the earlier to occur of (i) the Closing and
(ii) the date the Investment 


<PAGE>
                                                                               3


Agreement is terminated in accordance with its terms, in cash in the event the
Investment Agreement is terminated in accordance with its terms or in cash
and/or shares of Holdco Sub Class A Common Stock, as the Partners so determine,
in the event the Closing occurs. 

     3.  PLEDGE; GRANT OF SECURITY INTEREST.  The Partnership hereby delivers to
Parent all the Pledged Stock and hereby grants to Parent a first security
interest in the Collateral, as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations.

     4.  STOCK POWERS.  Concurrently with the delivery to Parent of each
certificate representing one or more shares of Pledged Stock, the Partnership
shall deliver an undated stock power covering such certificate, duly executed in
blank by the Partnership.

     5.  REPRESENTATIONS AND WARRANTIES.  The Partnership represents and
warrants that:

     (a)  The Partnership is the direct and record owner of the Pledged Stock. 
The Partnership has, and at the Closing will have, good and valid title to the
Pledged Stock, free and clear of any Liens or Restrictions, except the security
interest arising under this Agreement.  The Partnership has the sole voting
power, and sole power of disposition, with respect to the Pledged Stock, and
there are no restrictions on the Partnership's ability to transfer the Pledged
Stock. 

     (b)  Upon delivery to Parent of the stock certificates evidencing the
Pledged Stock, the security interest created by this Agreement will constitute a
valid, perfected first priority security interest in the Collateral, enforceable
in accordance with its terms against all creditors of the Partnership and any
Persons purporting to purchase any Collateral from the Partnership (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights generally from time
to time in effect and to general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
in a proceeding at equity or at law).

     (c)(i) The execution, delivery and performance by the Partnership of this
Agreement and its obligations hereunder have been duly authorized by all
necessary Partnership action, and by all necessary action on the part of each
Partner; (ii) no consent or authorization of, filing with, notice to or other
act by or in respect of, any governmental authority or any other person is
required in connection with the execution, delivery, performance, validity or
enforceability of this Agreement except consents, authorizations, filings and
notices that have been obtained or made and are in full force and effect; (iii)
this Agreement constitutes a valid and binding obligation of the Partnership,
enforceable against the Partnership in accordance with its terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights generally from time
to time in effect and to general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
in a proceeding at equity or at law) and (iv) the execution, delivery and
performance by the Partnership of this Agreement 


<PAGE>
                                                                               4


and the compliance by the Partnership with any of the provisions hereof will not
violate any material requirement of law or any material contractual obligation
of the Partnership or conflict with or result in any breach of any applicable
trust or other organizational documents applicable to the Partnership.

     6.  COVENANTS.  The Partnership covenants and agrees with Parent that, from
and after the date of this Agreement until this Agreement is terminated and the
security interests created hereby are released:

     (a)  Without in any way limiting Section 4.2(b) of the Investment
Agreement, which is incorporated herein in its entirety, without the prior
written consent of Parent, the Partnership will not  sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the
Collateral,  create, incur or permit to exist any Lien or Restriction in favor
of, or any claim of any Person with respect to, any of the Collateral, or any
interest therein, except for the security interests created by this Agreement or
enter into any agreement or undertaking restricting the right or ability of the
Partnership or Parent to sell, assign or transfer any of the Collateral.

     (b)  The Partnership shall maintain the security interest created by this
Agreement as a first, perfected security interest and shall defend such security
interest against claims and demands of all Persons whomsoever.  At any time and
from time to time, upon the written request of Parent and at the sole expense of
the Partnership, the Partnership will promptly and duly execute or cause to be
executed and deliver such further instruments and documents and take such
further actions as Parent may reasonably request for the purposes of obtaining
or preserving the full benefits of this Agreement and of the rights and powers
herein granted.  

     (c)  The Partnership shall pay, and save Parent harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Agreement.

     7.  CASH DIVIDENDS; VOTING RIGHTS.  Unless an Event of Default shall have
occurred and be continuing and Parent shall have given notice to the Partnership
of Parent's intent to exercise its corresponding rights pursuant to Section 8
below, the Partnership shall be permitted to receive all cash dividends paid in
the normal course of business of the Company and consistent with past practice
in respect of the Pledged Stock and, subject to the provisions of the Investment
Agreement, to exercise all voting and corporate rights with respect to the
Pledged Stock; PROVIDED, HOWEVER, that no vote shall be cast or corporate right
exercised or other action taken which, in Parent's reasonable judgment, would
impair the Collateral or which would be inconsistent with or result in any
violation of any provision of the Note or this Agreement.

     8.  RIGHTS OF PARENT.  If an Event of Default (as defined in the Note)
shall occur, (1) Parent shall have the right to receive any and all cash
dividends paid in respect of the 


<PAGE>
                                                                               5


Pledged Stock and make application thereof to the Obligations in such order as
Parent may determine, and (2) subject to applicable law (including the HSR Act
and any other governmental approvals that may be required in connection
therewith), all shares of the Pledged Stock shall be registered in the name of
Parent or its nominee, and Parent or its nominee may thereafter exercise (A) all
voting, corporate and other rights pertaining to such shares of the Pledged
Stock at any meeting of shareholders of the Company or otherwise and (B) any and
all rights of conversion, exchange, subscription and any other rights,
privileges or options pertaining to such shares of the Pledged Stock as if it
were the absolute owner thereof, all without liability except to account for
property actually received by it, but Parent shall have no duty to the
Partnership to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

     9.  REMEDIES.  (a)  If an Event of Default shall have occurred,  at any
time at Parent's election, Parent may apply all or any part of Proceeds held in
any Collateral Account in payment of the Obligations in such order as Parent may
elect.

     (b)  If an Event of Default shall have occurred, Parent may exercise all
other rights and remedies granted in this Agreement and in any other instrument
or agreement securing, evidencing or relating to the Obligations, and all rights
and remedies of a secured party under the Code.  Without limiting the generality
of the foregoing, Parent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Partnership or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, assign, give option or options to purchase or otherwise dispose
of and deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, in the
over-the-counter market, at any exchange, broker's board or office of Parent or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk.  Parent shall have the right upon any such public
sale or sales, and, to the extent permitted by law, upon any such private sale
or sales, to purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in the Partnership, which right or equity is
hereby waived or released.  Parent shall apply any Proceeds from time to time
held by it and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred in respect thereof or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of Parent hereunder, including, without limitation, reasonable
attorneys' fees and disbursements of counsel to Parent, to the payment in whole
or in part of the Obligations, in such order as Parent may elect, and only after
such application and after the payment by Parent of any other amount required by
any provision of law, including, without limitation, Section 9-504(1)(c) of the
Code, need Parent account for the surplus, if any, to the Partnership.  To the
extent permitted by applicable law, the Partnership waives all claims, damages
and demands it may acquire against Parent arising out of the exercise by 


<PAGE>
                                                                               6


them of any rights hereunder.  If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other
disposition.  The Partnership waives and agrees not to assert any rights or
privileges which it may acquire under Section 9-112 of the Code.

     10.  REGISTRATION RIGHTS; PRIVATE SALES.    If Parent shall determine to
exercise its right to sell any or all of the Pledged Stock pursuant to Section 9
hereof, and if in the opinion of Parent it is necessary or advisable to have the
Pledged Stock, or that portion thereof to be sold, registered under the
provisions of the Securities Act, the Partnership will use its reasonable best
efforts to cause the Company to  execute and deliver, and cause the directors
and officers of the Company to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the
opinion of Parent, necessary or advisable to register the Pledged Stock, or that
portion thereof to be sold, under the provisions of the Securities Act,  to use
its best efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of one year from the date of the
first public offering of the Pledged Stock, or that portion thereof to be sold,
and  to make all amendments thereto and/or to the related prospectus which, in
the opinion of Parent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto.  The Partnership agrees
to use its best efforts to cause the Company to comply with the provisions of
the securities or "Blue Sky" laws of any and all jurisdictions which Parent
shall designate and to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will
satisfy the provisions of Section 11(a) of the Securities Act.

     (b)  The Partnership recognizes that Parent may be unable to effect a
public sale of any or all the Pledged Stock, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws, by reason
of other rules and regulations of Governmental Authorities or otherwise, and may
be compelled to resort to one or more private sales thereof to a restricted
group of purchasers which will be obliged to agree, among other things, to
acquire such securities for their own account for investment and not with a view
to the distribution or resale thereof.  The Partnership acknowledges and agrees
that any such private sale may result in prices and other terms less favorable
than if such sale were a public sale and, notwithstanding such circumstances,
agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner.  Parent shall be under no obligation to delay a
sale of any of the Pledged Stock for the period of time necessary to permit the
Company to register such securities for public sale under the Securities Act, or
under applicable state securities laws, even if the Company would agree to do
so.

     (c)  The Partnership further agrees to use its best efforts to do or cause
to be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Pledged Stock pursuant to this Section valid and
binding and in compliance with any and all other applicable requirements of law.
The Partnership further agrees that a breach of any of 


<PAGE>
                                                                               7



the covenants contained in this Section will cause irreparable injury to Parent,
that Parent has no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this Section shall be
specifically enforceable against the Partnership, and the Partnership hereby
waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has
occurred under the Note.

     11.  PARENT APPOINTMENT AS ATTORNEY-IN-FACT.   (a) The Partnership hereby
irrevocably constitutes and appoints, upon the occurrence of an Event of
Default, Parent and any officer or agent of Parent, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in its place and stead, in its name or in Parent's own name,
from time to time in Parent's discretion, for the purpose of carrying out the
terms of this Agreement, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Agreement, including, without limitation, any
financing statements, endorsements, assignments or other instruments of
transfer.

     (b)  The Partnership hereby ratifies all that said attorneys shall lawfully
do or cause to be done pursuant to the power of attorney granted in paragraph
11(a).  All powers, authorizations and agencies contained in this Agreement are
coupled with an interest and are irrevocable until this Agreement is terminated
and the security interests created hereby are released.

     12.  EXECUTION OF FINANCING STATEMENTS.  Pursuant to Section 9-402 of the
Code, the Partnership authorizes Parent to file financing statements with
respect to the Collateral without the signature of the Partnership in such form
and in such filing offices as Parent reasonably determines appropriate to
perfect the security interests of Parent under this Agreement.

     13.  SEVERABILITY.  If any provision of this Agreement shall be declared by
any court of competent jurisdiction to be illegal, void or unenforceable, all
other provisions of this Agreement shall not be affected and shall remain in
full force and effect.

     14.  AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE REMEDIES. (a)  None of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the Partnership
and Parent.

     (b)  Parent shall not by any act (except by a written instrument pursuant
to paragraph  14(a) hereof), delay, indulgence, omission or otherwise be deemed
to have waived any right or remedy hereunder or to have acquiesced in any Event
of Default or in any breach of any of the terms and conditions hereof.  No
failure to exercise, nor any delay in exercising, on the part of Parent, any
right, power or privilege hereunder shall operate as a waiver thereof.  No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  A waiver by 


<PAGE>
                                                                               8


Parent of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which Parent would otherwise have on
any future occasion.

     (c)  The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

     15.  SECTION HEADINGS.  The titles and headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     16.  SUCCESSORS AND ASSIGNS.  Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by either of the parties without the
prior written consent of the other party.  Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of, and be enforceable
by, the parties and their respective successors and assigns.  

     17.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS
ENTERED AND TO BE PERFORMED IN NEW YORK AND WITHOUT REGARD TO THE APPLICATION OF
PRINCIPLES OF CONFLICTS OF LAWS.   

     18.  TERMINATION AND RELEASE.  This Agreement and the security interests
granted hereby shall terminate when all the Obligations have been indefeasibly
paid in full in accordance with the Note in cash and/or shares of Holdco Sub
Class A Common Stock, as the case may be.

     19.  SUBMISSION TO JURISDICTION.  The Partnership hereby irrevocably and
unconditionally (i) submits for itself and its property in any legal action or
proceeding relating to or arising from this Agreement, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the United States of America sitting in the
Southern District of New York or, in the absence of Federal jurisdiction, the
Commercial Part of the Supreme Court of the State of New York for New York
County, and appellate courts from any thereof; (ii) consents that any such
action or proceeding may be brought in such courts and waives any objection that
it may now or hereafter have to the venue of any such action or proceeding in
any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same; (iii) agrees that service of
process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to the Partnership at its address previously notified to
Parent; and (iv) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other appropriate jurisdiction.

     20.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become a binding 


<PAGE>
                                                                               9


agreement when one or more counterparts have been signed by each party and
delivered to the other party. 

                       [Rest of page intentionally left blank.]























<PAGE>
                                                                              10


     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.


                          
                              NORTHWEST AIRLINES CORPORATION


                              By: /s/ Douglas M. Steenland
                                 ----------------------------------
                                 Name:  Douglas M. Steenland
                                 Title: Senior Vice President, General
                                        Counsel and Secretary


                              AIR PARTNERS, L.P.

                              By: 1992 Air GP, managing general
                                   partner
                              By: 1992 Air, Inc., managing
                                   partner


                              By: /s/ James J. O'Brien
                                 ----------------------------------
                                 Name:  James J. O'Brien
                                 Title: Vice President




<PAGE>
                                                                   SCHEDULE 1 TO
                                                                PLEDGE AGREEMENT


                             DESCRIPTION OF PLEDGED STOCK



                                   Class of       Stock Certificate     No. of
Issuer                               Stock              No.             Shares
- ------                             ---------       -----------------    -------

Continental Airlines, Inc.           Class A                           3,039,468
                                   Common Stock