As filed with the Securities and Exchange Commission on June 9, 2006

_____________________________

_____________________________

(Exact name of Registrant as specified in its charter)

Delaware 1600 Smith Street, Dept. HQSEO 74-2099724

of incorporation or organization) (Address of principal executive offices) Identification No.)

(Zip Code)

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

_____________________________

(2) This registration statement also relates to rights to purchase shares of Series A Junior Participating Preferred Stock of the Registrant. One right is attached to and trades with each share of the Registrant's Class B Common Stock. Until the occurrence of certain events, the rights are not exercisable and will not be evidenced or transferred apart from the Registrant's Class B Common Stock. Any value attributable to such rights is reflected in the market price of the Registrant's Class B Common Stock.

(3) Represents the additional number of shares of the Registrant's Class B Common Stock issuable under the Registrant's Incentive Plan 2000. This registration statement also covers an indeterminate amount of additional shares issuable to prevent dilution in the event of stock splits, stock dividends or similar adjustments of the outstanding Class B Common Stock.

This Registration Statement on Form S-8 (this "Registration Statement") is being filed by Continental Airlines, Inc. (the "Registrant" or the "Company") to register an additional 1,500,000 shares of Class B Common Stock of the Registrant, $0.01 par value ("Common Stock"), reserved for issuance under the Registrant's Incentive Plan 2000. The Registrant's Board of Directors and stockholders duly approved these additional shares. Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8, No. 333-39762 relating to the Registrant's Incentive Plan 2000, including without limitation, periodic reports that the Registrant filed, or will file, after such Form S-8 to maintain current information abut the Registrant, are hereby incorporated in this Registration Statement by reference, except to the extent otherwise updated or modified by this Registration Statement.

The following documents, which have been filed with the Securities and Exchange Commission ("SEC") by the Registrant (Exchange Act File No. 1-10323), are incorporated herein by reference:

1. Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on February 28, 2006;
2. Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2005 filed with the SEC on March 13, 2006;
3. Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed with the SEC on April 20, 2006;
4. Current Reports on Form 8-K (excluding any information furnished under Items 2.02 or 7.01 thereof) filed with the SEC on January 4, 2006, January 30, 2006, February 1, 2006, February 2, 2006, March 2, 2006, March 31, 2006, April 4, 2006, April 18, 2006, May 2, 2006, May 8, 2006, May 24, 2006, May 25, 2006, June 2, 2006, and June 7, 2006;
5. The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A/A#3, as filed with the SEC on February 6, 2001, and any amendment or report filed for the purpose of updating such description; and
6. The description of the Company's Series A Junior Participating Preferred Stock and related rights associated with the Common Stock contained in the Company's Registration Statement on Form 8-A/A, as filed with the SEC on March 17, 2004, and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modifie d or superseded.

Certain legal matters with respect to the Common Stock offered hereby are being passed upon by Jennifer L. Vogel, Senior Vice President, General Counsel, Secretary and Corporate Compliance Officer of the Registrant. Ms. Vogel, as an employee of the Registrant, is eligible to participate in the Continental Airlines, Inc. Incentive Plan 2000. Ms. Vogel is also a stockholder of the Registrant.

The Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and Bylaws provide that the Company will indemnify each of its directors and officers to the full extent permitted by the laws of the State of Delaware and may indemnify certain other persons as authorized by the Delaware General Corporation Law (the "GCL"). Section 145 of the GCL provides as follows:

The Certificate of Incorporation and Bylaws also limit the personal liability of directors to the Company and its stockholders for monetary damages resulting from certain breaches of the director's fiduciary duties. The Bylaws of the Company provide as follows:

The Company maintains directors' and officers' liability insurance.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnifi cation by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Reference is made to the Exhibit Index, which immediately precedes the exhibits filed with this Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 9, 2006.

_________________________________

*Filed herewith.

June 9, 2006

Continental Airlines, Inc.

1600 Smith Street, Dept. HQSEO

Houston, Texas 77002

Ladies and Gentlemen:

I am Senior Vice President, General Counsel, Secretary and Corporate Compliance Officer of Continental Airlines, Inc., a Delaware corporation (the "Company"). I have advised the Company in connection with the registration pursuant to a Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of the proposed offering and sale of up to one million, five hundred thousand (1,500,000) additional shares (the "Shares") of the Company's Class B common stock, par value $.01 per share ("Common Stock"), pursuant to the Company's Incentive Plan 2000, as amended (the "Plan").

In this connection, I have examined the corporate records of the Company, including its Amended and Restated Certificate of Incorporation and its Bylaws, each as amended to date, and minutes of meetings of its directors and certain committees thereof. I have also examined the Registration Statement, together with the exhibits thereto and such other documents as I have deemed necessary for the purpose of expressing the opinion contained herein.

Based upon the foregoing, I am of the opinion that the Shares, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the federal securities laws of the United States of America and the General Corporation Law of the State of Delaware (including all applicable provisions of the Constitution of Delaware and the reported judicial decisions interpreting these laws).

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name therein under the caption "Item 5. Interests of Named Experts and Counsel." In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Continental Airlines, Inc. Incentive Plan 2000 of our reports dated February 24, 2006, with respect to the consolidated financial statements and schedule of Continental Airlines, Inc., Continental Airlines, Inc. management's assessment of the effectiveness of internal control over financial reporting, the effectiveness of internal control over financial reporting of Continental Airlines, Inc., the consolidated financial statements of ExpressJet Holdings, Inc., ExpressJet Holdings, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of ExpressJet Holdings, Inc., included or incorporated by reference in the Annual Report (Form 10-K) of Continental Airlines, Inc. for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

Houston, Texas

June 6, 2006

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Continental Airlines, Inc. Incentive Plan 2000 of our report dated August 30, 2005, except for the effects of the reorganization discussed in Note 5 to the consolidated financial statements, as to which the date is November 25, 2005, with respect to the consolidated financial statements of Copa Holdings, S. A., incorporated by reference in the Annual Report (Form 10-K) of Continental Airlines, Inc. for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

ERNST & YOUNG

Panama City, Republic of Panama
June 6, 2006

The undersigned officer and/or director of Continental Airlines, Inc. (the "Company") does hereby constitute and appoint Jennifer L. Vogel, Lori A. Gobillot and James von Atzingen, or any of them, as the undersigned's true and lawful attorneys in fact and agents to do any and all acts and things in the undersigned's name and behalf in the undersigned's capacities as officer and/or director, and to execute any and all instruments for the undersigned and in the undersigned's name in the capacities indicated below which such person or persons may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the Registration Statement on Form S-8 relating to the additional 1,500,000 million shares of Class B common stock reserved for issuance under the Continental Airlines, Inc. Incentive Plan 2000 (the "Registration Statement"), including specifically, but not limited to, power and authority to sign for the undersigned in the capacity as a director and/or officer of the Company the Registration Statement and any and all amendments (including post-effective amendments) thereto, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

June 6, 2006

The undersigned officer and/or director of Continental Airlines, Inc. (the "Company") does hereby constitute and appoint Jennifer L. Vogel, Lori A. Gobillot and James von Atzingen, or any of them, as the undersigned's true and lawful attorneys in fact and agents to do any and all acts and things in the undersigned's name and behalf in the undersigned's capacities as officer and/or director, and to execute any and all instruments for the undersigned and in the undersigned's name in the capacities indicated below which such person or persons may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the Registration Statement on Form S-8 relating to the additional 1,500,000 million shares of Class B common stock reserved for issuance under the Continental Airlines, Inc. Incentive Plan 2000 (the "Registration Statement"), including specifically, but not limited to, power and authority to sign for the undersigned in the capacity as a director and/or officer of the Company the Registration Statement and any and all amendments (including post-effective amendments) thereto, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

June 6, 2006

Print Name: Kirbyjon H. Caldwell

The undersigned officer and/or director of Continental Airlines, Inc. (the "Company") does hereby constitute and appoint Jennifer L. Vogel, Lori A. Gobillot and James von Atzingen, or any of them, as the undersigned's true and lawful attorneys in fact and agents to do any and all acts and things in the undersigned's name and behalf in the undersigned's capacities as officer and/or director, and to execute any and all instruments for the undersigned and in the undersigned's name in the capacities indicated below which such person or persons may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the Registration Statement on Form S-8 relating to the additional 1,500,000 million shares of Class B common stock reserved for issuance under the Continental Airlines, Inc. Incentive Plan 2000 (the "Registration Statement"), including specifically, but not limited to, power and authority to sign for the undersigned in the capacity as a director and/or officer of the Company the Registration Statement and any and all amendments (including post-effective amendments) thereto, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

June 6, 2006