SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 16, 2001

CONTINENTAL AIRLINES, INC.

(Exact name of registrant as specified in its charter)

(713) 324-2950

(Registrant's telephone number, including area code)

Item 7. Financial Statements and Exhibits.

1. Exhibits

1. Letter to Analysts

Item 9. Regulation FD Disclosure.

The Company is furnishing herewith a letter being provided to certain investors and financial analysts which provides revised guidance for certain operating and financial statistics for the third quarter and full year 2001 and the Company's fleet plan. The letter is attached as Exhibit 99.1 which is included herein.

The information presented contains forward looking statements and certain assumptions upon which such forward looking statements are in part based. Numerous important factors, including those factors identified as Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission, which factors are incorporated herein by reference, and the fact that the assumptions set forth below could prove incorrect, could cause actual results to differ materially from those contained in such forward looking statements.

SIGNATURE

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.

CONTINENTAL AIRLINES, INC.

By /s/ Jennifer L. Vogel                    

Jennifer L. Vogel

Vice President

and General Counsel

July 16, 2001

EXHIBIT INDEX

1. Letter to Analysts

July 16, 2001

Dear Investors and Analysts:

Continental has reported its 25^th consecutive profitable quarter. For the second quarter of 2001 Continental reported pre-tax earnings of $80 million and net income of $42 million. This resulted in diluted earnings per share of $0.74. Attachment A shows Continental's EPS calculation for the quarter.

Last week we announced that we filed a registration statement with the SEC for a proposed initial public offering of our regional airline subsidiary ExpressJet Holdings, Inc. which operates Continental Express. Soon after the six month anniversary of the IPO, we intend to spin off the remaining shares to Continental shareholders. As you know, regional airlines tend to trade at higher multiples. This transaction will raise cash for Continental and is expected to realize some of the locked up value of Continental Express for our shareholders. Continental will contract on a long term basis with Continental Express to continue to provide our regional jet feed. Federal securities laws prevent us from discussing this transaction further; however, detailed information about this transaction is on file with the SEC.

Revised guidance for certain financial and operational statistics is provided on Attachment B. The anticipated tax rate for the third quarter is expected to be similar to the second quarter. This has been a challenging quarter and we're pleased with how well our team of 56,300 employees performed. Among the major US network carriers, we placed first in on-time performance in April and May and despite operation disruptions from Tropical Storm Allison it looks like we'll be among the top performers for June as well.

At the end of the second quarter, Continental had 377 jet aircraft (excluding regional jets) in service, a net increase of two aircraft since March 31, 2001. During the quarter we put into service two additional 767-200 aircraft, two additional 737-800 aircraft and our first 737-900 aircraft as well as retired three DC10 aircraft. Our current fleet plan is attached (Attachment C). The top chart is our current Fleet Plan showing deliveries resulting from both firm commitments and planned option exercises through 2002 reduced by planned retirements. The bottom chart shows only firm commitments reduced by planned retirements as well as other potential lease expirations through 2005.

Additional information regarding Continental (recent press releases and investor presentations) can always be found on our website at www.continental.com/corporate. If you should have any questions regarding this information, please do not hesitate to contact us.

Sincerely,

Diane Dayhoff
Staff VP Finance

Attachment B

Attachment B (cont.)

Share count used for calculating basic and diluted earnings per share at different income levels for third and fourth quarters, and full year 2001 are as follows:

These share count charts are based upon several assumptions including market stock price and number of shares outstanding. The number of shares used in the actual EPS calculation will likely be different from those set forth above.

Please note that actual results could differ materially from the forecasts provided above. Additional information concerning factors that could cause actual results to differ materially from those in the forward looking statements is contained in the company's Form 10-K and other securities filings with the Securities and Exchange Commission.