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Item 1.01. Material Definitive Agreements.

In connection with the announcement on October 18, 2004, by Michael Campbell, our Senior Vice President Human Resources and Labor Relations, of his intention to retire from the company at the end of the year, we entered into an agreement with Mr. Campbell setting forth the terms of his early retirement. Pursuant to the terms of the retirement agreement, which was entered into on October 29, 2004, in addition to all benefits Mr. Campbell is entitled to receive under his existing employment agreement upon a voluntary resignation from the company, Mr. Campbell will receive accelerated vesting of his outstanding stock option grants. In addition, Mr. Campbell has agreed to continue to represent the company in connection with its labor matters, including its negotiation of collective bargaining agreements, for a period of one year following his retirement. The company currently anticipates that Mr. Campbell will serve in an Of Counsel position with the law firm of Ford &a mp; Harrison. The company has agreed to pay for Mr. Campbell's services at an hourly rate consistent with the senior partner rates charged by Ford & Harrison to its other airline clients. Additionally, in consideration of his agreement to continue to represent the company in its labor negotiations, the company will pay Mr. Campbell $1.2 million on the date of his retirement.

Pursuant to the requirements of the Securities Exchange Act of 1934, Continental Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.