Page 1 of 13 Pages

                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   SCHEDULE 13G

                     Under the Securities exchange Act of 1934

                             (AMENDMENT NO.14)*

                               CONTINENTAL AIRLS INC
             -----------------------------------------------------
                                (NAME OF ISSUER)

                                CL B
             -----------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)

                                  210795308
             -----------------------------------------------------
                               (CUSIP NUMBER)

                                  December 31, 2001
             -----------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

    NOTE:  A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY
    UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCE CAPITAL
    MANAGEMENT L.P., AS INVESTMENT ADVISER.  (ALLIANCE CAPITAL MANAGEMENT L.P.
    IS A MAJORITY-OWNED SUBSIDIARY OF AXA FINANCIAL, INC.)

      Check the appropriate box to designate the rule pursuant to which
      this Schedule is filed:

      X  Rule 13d-1(b)
         Rule 13d-1(c)
         Rule 13d-1(d)

    * 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 the disclosures provided in a prior cover page.

    The information required in 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).

                       (CONTINUED ON FOLLOWING PAGE(S))

<PAGE>

     CUSIP NO. 210795308          13G                        Page 2 of 13 Pages

  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AXA Assurances I.A.R.D. Mutuelle

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [X]
                                                                (B) [ ]

  3. SEC USE ONLY


  4. CITIZENSHIP OR PLACE OF ORGANIZATION
        France


   NUMBER OF SHARES     5.  SOLE VOTING POWER                  2,699,339
    BENEFICIALLY
     OWNED AS OF        6.  SHARED VOTING POWER                9,065,732
   December 31, 2001
       BY EACH          7.  SOLE DISPOSITIVE POWER             16,070,076
      REPORTING
     PERSON WITH:       8.  SHARED DISPOSITIVE POWER           3,232

  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON                                          16,073,308
     (Not to be construed as an admission of beneficial ownership)

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES *                                                    | |

 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           25.4%

 12. TYPE OF REPORTING PERSON *
       IC

                    * SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

CUSIP NO. 210795308          13G                             Page 3 of 13 Pages

  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AXA Assurances Vie Mutuelle

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [X]
                                                                (B) [ ]

  3. SEC USE ONLY


  4. CITIZENSHIP OR PLACE OF ORGANIZATION
        France


   NUMBER OF SHARES     5.  SOLE VOTING POWER                  2,699,339
    BENEFICIALLY
     OWNED AS OF        6.  SHARED VOTING POWER                9,065,732
   December 31, 2001
       BY EACH          7.  SOLE DISPOSITIVE POWER             16,070,076
      REPORTING
     PERSON WITH:       8.  SHARED DISPOSITIVE POWER           3,232

  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON                                          16,073,308
     (Not to be construed as an admission of beneficial ownership)

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES *                                                    | |

 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           25.4%

 12. TYPE OF REPORTING PERSON *
       IC

                    * SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

     CUSIP NO. 210795308          13G                        Page 4 of 13 Pages

  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AXA Conseil Vie Assurance Mutuelle

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [X]
                                                                (B) [ ]

  3. SEC USE ONLY


  4. CITIZENSHIP OR PLACE OF ORGANIZATION
        France


   NUMBER OF SHARES     5.  SOLE VOTING POWER                  2,699,339
    BENEFICIALLY
     OWNED AS OF        6.  SHARED VOTING POWER                9,065,732
   December 31, 2001
       BY EACH          7.  SOLE DISPOSITIVE POWER             16,070,076
      REPORTING
     PERSON WITH:       8.  SHARED DISPOSITIVE POWER           3,232

  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON                                          16,073,308
     (Not to be construed as an admission of beneficial ownership)

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES *                                                    | |

 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           25.4%

 12. TYPE OF REPORTING PERSON *
       IC

                    * SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

     CUSIP NO. 210795308          13G                        Page 5 of 13 Pages

  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AXA Courtage Assurance Mutuelle

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [X]
                                                                (B) [ ]

  3. SEC USE ONLY


  4. CITIZENSHIP OR PLACE OF ORGANIZATION
        France


   NUMBER OF SHARES     5.  SOLE VOTING POWER                  2,699,339
    BENEFICIALLY
     OWNED AS OF        6.  SHARED VOTING POWER                9,065,732
   December 31, 2001
       BY EACH          7.  SOLE DISPOSITIVE POWER             16,070,076
      REPORTING
     PERSON WITH:       8.  SHARED DISPOSITIVE POWER           3,232

  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON                                          16,073,308
     (Not to be construed as an admission of beneficial ownership)

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES *                                                    | |

 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           25.4%

 12. TYPE OF REPORTING PERSON *
       IC

                    * SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

     CUSIP NO. 210795308          13G                        Page 6 of 13 Pages

  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AXA

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [ ]
                                                                (B) [ ]

  3. SEC USE ONLY


  4. CITIZENSHIP OR PLACE OF ORGANIZATION
        France


   NUMBER OF SHARES     5.  SOLE VOTING POWER                  2,699,339
    BENEFICIALLY
     OWNED AS OF        6.  SHARED VOTING POWER                9,065,732
   December 31, 2001
       BY EACH          7.  SOLE DISPOSITIVE POWER             16,070,076
      REPORTING
     PERSON WITH:       8.  SHARED DISPOSITIVE POWER           3,232

  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON                                          16,073,308
     (Not to be construed as an admission of beneficial ownership)

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES *                                                    | |

 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           25.4%

 12. TYPE OF REPORTING PERSON *
       IC

                    * SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

CUSIP NO. 210795308          13G                             Page 7 of 13 Pages

  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AXA Financial, Inc.   13-3623351

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *         (A) [ ]
                                                                (B) [ ]

  3. SEC USE ONLY


  4. CITIZENSHIP OR PLACE OF ORGANIZATION
        State of Delaware


   NUMBER OF SHARES     5.  SOLE VOTING POWER                  2,699,339
    BENEFICIALLY
     OWNED AS OF        6.  SHARED VOTING POWER                9,065,732
   December 31, 2001
       BY EACH          7.  SOLE DISPOSITIVE POWER             16,070,076
      REPORTING
     PERSON WITH:       8.  SHARED DISPOSITIVE POWER           3,232

  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON                                          16,073,308
     (Not to be construed as an admission of beneficial ownership)

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
      SHARES *                                                    | |

 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           25.4%

 12. TYPE OF REPORTING PERSON *
       HC

                    * SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
                                                           Page 8 of 13 Pages
Item 1(a) Name of Issuer:
          CONTINENTAL AIRLS INC

Item 1(b) Address of Issuer's Principal Executive Offices:
          1600 Smith St
          Houston, TX 77002

Item 2(a) and (b)
          Name of Person Filing and Address of Principal Business Office:

          AXA Conseil Vie Assurance Mutuelle,
          AXA Assurances I.A.R.D Mutuelle, and
          AXA Assurances Vie Mutuelle,
          370, rue Saint Honore
          75001 Paris, France

          AXA Courtage Assurance Mutuelle
          26, rue Louis le Grand
          75002 Paris, France

          as a group (collectively, the 'Mutuelles AXA').

          AXA
          25, avenue Matignon
          75008 Paris, France

          AXA Financial, Inc.
          1290 Avenue of the Americas
          New York, New York 10104

          (Please contact Patrick Meehan at (212) 314-5644 with any questions.)


<PAGE>
                                                           Page 9 of 13 Pages
Item 2(c) Citizenship:
          Mutuelles AXA and AXA - France
          AXA Financial, Inc. - Delaware

Item 2(d) Title of Class of Securities:
          CL B

Item 2(e) CUSIP Number:
          210795308

Item 3.   Type of Reporting Person:
          AXA Financial, Inc. as a parent holding company,
             in accordance with 240.13d-1(b)(ii)(G).

          The Mutuelles AXA, as a group, acting as a parent holding company.

          AXA as a parent holding company.

<PAGE>
                                                           Page 10 of 13 Pages

<TABLE>
Item 4. Ownership as of December 31, 2001:
       (a) Amount Beneficially Owned:

 16,073,308 shares of common stock beneficially owned including:
<CAPTION>
                                                        No. of Shares
                                                    ---------------------
<S>                                              <C>          <C>
The Mutuelles AXA, as a group                                           0
AXA                                                                     0
AXA Entity or Entities:

AXA Financial, Inc.                                                     0

Subsidiaries:

Alliance Capital Management L.P.
acquired solely for investment purposes on
behalf of client discretionary investment
advisory accounts:
    Common Stock                                  15,902,608   15,902,608
                                                  ----------
The Equitable Life Assurance Society of the United States
acquired solely for investment purposes.
    Common Stock                                     170,700      170,700
                                                  ----------  -----------
    Total                                                      16,073,308
                                                              ===========
Each of the Mutuelles AXA, as a group, and AXA expressly declares that the
filing of this Schedule 13G shall not be construed as an admission that it is,
for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any
securities covered by this Schedule 13G.

Each of the above subsidiaries of AXA Financial, Inc. operates under independent
management and makes independent decisions.
<S>                                                            <C>

       (b) Percent of Class:                                   25.4%
                                                              ===========
</TABLE>


<PAGE>                                                     Page 11 of 13 Pages

<TABLE>
ITEM 4. Ownership as of 12/31/2001(CONT.)
       (c) Deemed Voting Power and Disposition Power:
<CAPTION>
                         (i)          (ii)          (iii)        (iv)
                        Deemed        Deemed        Deemed       Deemed
                        to have       to have       to have      to have
                        Sole Power    Shared Power  Sole Power   Shared Power
                        to Vote       to Vote       to Dispose   to Dispose
                        or to         or to         or to        or to
                        Direct        Direct        Direct the   Direct the
                        the Vote      the Vote      Disposition  Disposition
                        ----------    ------------  -----------  ------------
<S>                     <C>           <C>           <C>          <C>
The Mutuelles AXA,
    as a group                   0             0             0             0
AXA                              0             0             0             0
AXA Entity or Entities:
NONE

AXA Financial, Inc.              0             0             0             0

Subsidiaries:
------------
Alliance Capital
Management L.P.
                         2,699,339     9,065,732    15,899,376         3,232
The Equitable
Life Assurance
Society of the
United States
                                 0             0       170,700             0
                       -----------  ------------  ------------  ------------
               TOTAL     2,699,339     9,065,732    16,070,076         3,232
                      ============  ============  ============  ============

Each of the above subsidiaries of AXA Financial, Inc. operates under
independent management and makes independent voting and investment decisions.
</TABLE>


<PAGE>

                                                           Page 12 of 13 Pages
Item 5. Ownership of Five Percent or Less of a Class:
    If this statement is being filed to report the fact that as of the date
    hereof the reporting person has ceased to be the beneficial owner of
    more than five percent of the class of securities, check the following.
                                                            ( )

Item 6. Ownership of More than Five Percent on behalf of Another Person.  N/A

Item 7. Identification and Classification of the Subsidiary which Acquired
        the Security Being Reporting on by the Parent Holding Company:

        This Schedule 13G is being filed by AXA Financial, Inc.; AXA,
        which beneficially owns a majority interest in AXA Financial, Inc.;
        and the Mutuelles AXA, which as a group control AXA:

   ( )  in the Mutuelles AXAs' capacity, as a group, acting as a parent
        holding company with respect to the holdings of the following
        AXA entity or entities;

   ( )  in AXA's capacity as a parent holding company with respect
        to the holdings of the following AXA entity or entities:

   (X)  in AXA Financial, Inc.'s capacity as a parent holding company
        with respect to the holdings of its following subsidiaries:

    (X)  Alliance Capital Management L.P.
         (13-3434400), an investment adviser registered under Section
         203 of the Investment Advisers Act of 1940.

    (X)  The Equitable Life Assurance Society of the United States
         (13-5570651), an insurance company and an investment adviser
         registered under Section 203 of the Investment Advisers Act of
         1940.


<PAGE>

                                                         Page 13 of 13 Pages

Item 8. Identification and Classification of Members of the Group.      N/A

Item 9.  Notice of Dissolution of Group:                                N/A

Item 10. Certification:

         By signing below I certify that to the best of my knowledge and
    belief, the securities referred to above were acquired in the ordinary
    course of business and were not acquired for the purpose of and do not
    have the effect of changing or influencing the control of the issuer
    of such securities and were not acquired in connection with or as a
    participant in any transaction having such purposes or effect.



         Signature

         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.

    Date: January 10, 2002                      AXA FINANCIAL, INC.*

                                        /s/ Alvin H. Fenichel

                                           Alvin H. Fenichel
                                         Senior Vice President
                                            and Controller

    *Pursuant to the Joint Filing Agreement with respect to Schedule 13G
     attached hereto as Exhibit I, among AXA Financial, Inc., AXA Conseil Vie
     Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie
     Mutuelle, AXA Courtage Assurance Mutuelle, and AXA, this statement
     Schedule 13G is filed on behalf of each of them.





                                                                 EXHIBIT I

                                   JOINT FILING AGREEMENT
                                   ----------------------

         Each of the undersigned hereby agrees that the Schedule 13G filed
    herewith is filed jointly, pursuant to Rule 13d-1(f)(1) of the Securities
    Exchange Act of 1934, as amended on behalf of each of them.

               Dated: January 10, 2002

               AXA Financial, Inc.

               BY: /s/ Alvin H. Fenichel
                  -----------------------------------------
                  Alvin H. Fenichel
                  Senior Vice President and Controller


         AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; AXA
    Conseil Vie Assurance Mutuelle; AXA Courtage Assurance Mutuelle, as a
    group, and AXA

               Signed on behalf of each of the above entities

               BY: /s/ Alvin H. Fenichel
                  -----------------------------------------
                  Alvin H. Fenichel
                  Attorney-in-Fact
                  (Executed pursuant to Powers of Attorney)