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):

September 6, 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/ Diane Dayhoff                  

Diane Dayhoff

Staff Vice President

Finance

September 6, 2001

EXHIBIT INDEX

1. Letter to Analysts

EXHIBIT 99.1

Diane Dayhoff

Staff Vice President Finance
1600 Smith Street, HSQII
Houston, Texas 77002

September 6, 2001

Dear Investors and Analysts:

Earlier this week, Continental reported an August load factor of 78.1%, 1.3 points below last year's record August load factor. We also reported that Continental's system wide passenger revenue per available seat mile (RASM) is expected to decline between 12% and 14% for the month of August as compared to the prior year. This decline can be primarily attributed to a softness in our business mix: fewer business passengers in combination with more stringent corporate travel guidelines. Revised guidance for certain financial and operational statistics is provided on Attachment A.

Newark's Global Gateway centerpiece is scheduled for an October 2^nd opening, when Flight 99 from Newark to Hong Kong becomes the first flight to depart from the new Concourse C-3. The new concourse can accommodate 12 widebody or 19 narrowbody aircraft, allowing for greater operational flexibility and future growth potential. Additional Global Gateway customer-oriented projects, such as 6,000 additional parking spaces, widened airport roadways and the new direct rail link from New York Penn Station to Newark airport, are also on schedule.

Our current fleet plan is attached (Attachment B). 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 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 A - Page 2 of 2

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.

Attachment B - Page 1 of 1