SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                (RULE 13d - 102)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c)
              AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d

                                (Amendment No. )*

Continental Airlines, Inc.                                   
--------------------------
(Name of Issuer)

Class B Common Stock                                         
-----------------------------
(Title of Class of Securities

210795308                                   
--------------
(CUSIP Number)

May 20, 2004               
------------
(Date of Event which Requires Filing of this Statement)

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

[ ]      Rule 13d-1(b)
[x]      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 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).

                       (Continued on the Following Pages)


<PAGE>

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Amaranth LLC

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [ ]
         (b)      [X]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  0

6.       SHARED VOTING POWER

                  3,937,500                                  

7.       SOLE DISPOSITIVE POWER

                  0

8.       SHARED DISPOSITIVE POWER

                  3,937,500                                  

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  See 6 and 8 above.

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

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  5.6%                              

12.      TYPE OF REPORTING PERSON*

                  CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Amaranth Advisors L.L.C.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [ ]
         (b)      [x]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  0

6.       SHARED VOTING POWER

                  3,937,500                                  

7.       SOLE DISPOSITIVE POWER

                  0

8.       SHARED DISPOSITIVE POWER

                  3,937,500                                  

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  See 6 and 8 above.

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

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  5.6%                              

12.      TYPE OF REPORTING PERSON*

                  IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Nicholas M. Maounis

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [ ]
         (b)      [x]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER

                  0

6.       SHARED VOTING POWER

                  3,937,500                                  

7.       SOLE DISPOSITIVE POWER

                  0

8.       SHARED DISPOSITIVE POWER

                  3,937,500                                  

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  See 6 and 8 above.

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

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  5.6%                              

12.      TYPE OF REPORTING PERSON*

                  IN, HC

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

ITEM 1(a).        Name of Issuer:

         Continental Airlines, Inc.                           

Item 1(b).        Address of Issuer's Principal Executive Offices:

         1600 Smith Street
         Houston , Texas 77002                                              

Item 2(a).        Name of Persons Filing:
Item 2(b).        Address of Principal Business Office or, if None, Residence:
Item 2(c).        Citizenship:

         Amaranth LLC
         c/o Amaranth Advisors L.L.C.
         One American Lane
         Greenwich, Connecticut 06831
         Cayman Islands company

         Amaranth Advisors L.L.C.
         One American Lane
         Greenwich, Connecticut 06831
         Delaware limited liability company

         Nicholas M. Maounis
         c/o Amaranth Advisors L.L.C.
         One American Lane
         Greenwich, Connecticut 06831
         U.S. Citizen

     Amaranth   Advisors   L.L.C.  is  the  trading  advisor  for  Amaranth  LLC
("Amaranth")  and  has  been  granted   investment   discretion  over  portfolio
investments,  including  the Common  Stock (as defined  below),  held by each of
them.  Maounis is the managing member of Amaranth  Advisors  L.L.C.  and may, by
virtue of his position as managing member, be deemed to have power to direct the
vote and disposition of the Common Stock held for Amaranth.

Item 2(d).        Title of Class of Securities

                  Class B Common Stock, $.01 Par Value ("Common Stock")

Item 2(e).        CUSIP Number:     210795308                 


Item 3.   If This Statement is Filed  Pursuant to Rule 13d-1(b), 
          or 13d-2(b) or (c), Check Whether the Person Filing is a:

          (a)     [ ]   Broker or dealer registered under Section 15 of the
                        Exchange Act.

          (b)     [ ]   Bank as defined in Section 3(a)(6) of the Exchange Act.


<PAGE>

          (c)     [ ]   Insurance company defined in Section 3(a)(19) of the
                        Exchange Act.

          (d)     [ ]   Investment company registered under Section 8 of the
                        Investment Company Act.

          (e)     [ ]   An investment adviser in accordance with
                        Rule 13d-1(b)(1)(ii)(E).

          (f)     [ ]   An employee benefit plan or endowment fund in
                        accordance with Rule 13d-1(b)(1)(ii)(F).

          (g)     [ ]   A parent holding company or control person in
                        accordance with Rule 13d-1(b)(1)(ii)(G).

          (h)     [ ]   A savings association as defined in Section 3(b)
                        of the Federal Deposit Insurance Act.

          (i)     [ ]   A church plan that is excluded from the definition
                        of an investment company under Section 3(c)(14) of the
                        Investment Company Act;

          (j)     [ ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

Item 4.   Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

          (a)     Amount beneficially owned:

                  The Reporting  Persons  beneficially own 3,937,500 shares of
                  the Issuer's Common Stock,  which are comprised of (i)87,500
                  shares of Common Stock,  (ii) the Issuer's  5.0%  debentures
                  which are convertible  into an aggregate of 2,300,000 shares
                  of  Common  Stock,  and  (iii)  listed  options  that can be
                  exercised into 1,550,000 shares of Common Stock.

          (b)     Percent of class:

                       5.6%             

          (c)     Number of shares as to which such person has:

                  (i)  Sole power to vote or direct the vote

                           0

                  (ii)  Shared power to vote or to direct the vote

                           See Item 4(a).

                  (iii)  Sole power to dispose or to direct the disposition of

                           0

<PAGE>

                  (iv)  Shared power to dispose or to direct the disposition of

                        See Item 4(a).


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 Persons have ceased to be the beneficial owner of more than
five  percent  of  the  class  of  securities,  check  the  following  [ ].  Not
applicable.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

     Shareholders of Amaranth indirectly participate in the receipt of dividends
from,  and  proceeds  from the sale of, the Common Stock held for the account of
Amaranth.

Item 7.   Identification and Classification of the Subsidiary Which Acquired
          the Security Being Reported on by the Parent Holding Company.

     Not applicable.

Item 8.   Identification and Classification of Members of the Group.

     See Item 2 in lieu of an Exhibit.

Item 9.   Notice of Dissolution of Group.

     Not applicable.

Item 10.  Certification.

     By  signing  below  the  undersigned  certifies  that,  to the  best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.


<PAGE>

                                   SIGNATURES

     After reasonable inquiry and to the best of its knowledge and belief,  each
of the undersigned  certifies that the information  with respect to it set forth
in this statement is true, complete, and correct.


Dated:   June 1, 2004               

         AMARANTH LLC, by Amaranth Advisors L.L.C., as Trading Advisor

            By:/s/ Nicholas M. Maounis
               -----------------------
                   Nicholas M. Maounis,
                   Managing Member


         AMARANTH ADVISORS L.L.C.

            By:/s/ Nicholas M. Maounis
               -----------------------
                   Nicholas M. Maounis,
                   Managing Member

         /s/ Nicholas M. Maounis
             ------------------- 
             Nicholas M. Maounis



<PAGE>
                                    EXHIBIT A
                             JOINT FILING AGREEMENT

     The  undersigned  hereby agree that the statement on Schedule 13G signed by
each of the  undersigned  shall be,  filed on behalf of each of the  undersigned
pursuant to and in accordance  with the  provisions  of Rule 13d-1(k)  under the
Securities Exchange Act of 1934, as amended.

Dated:    June 1, 2004              

         AMARANTH LLC, by Amaranth Advisors L.L.C., as Trading Advisor

            By:/s/ Nicholas M. Maounis
               -----------------------
                   Nicholas M. Maounis,
                   Managing Member


         AMARANTH ADVISORS L.L.C.

            By:/s/ Nicholas M. Maounis
               -----------------------
                   Nicholas M. Maounis,
                   Managing Member

         /s/ Nicholas M. Maounis
             ------------------- 
             Nicholas M. Maounis