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):  
                              January 31, 1996

                         CONTINENTAL AIRLINES, INC.
           (Exact name of registrant as specified in its charter)

   Delaware                0-09781                 74-2099724
(State or other          (Commission             (IRS Employer
jurisdiction of          File Number)          Identification No.)

2929 Allen Parkway, Suite 2010, Houston, Texas            77019
  (Address of principal executive offices)             (Zip Code)

                               (713) 834-2950
            (Registrant's telephone number, including area code)

Item 5.  Other Events.

On January 31, 1996, Continental Airlines, Inc. issued a press release
announcing the completion of a private placement of $489 million of  pass
through certificates.

Attached hereto as Exhibit 99.1, and incorporated herein by reference, is the
Company's January 31, 1996 press release.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits

              99.1  Press Release, dated January 31, 1996.


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/ Lawrence W. Kellner         
                                      Lawrence W. Kellner
                                      Senior Vice President and
                                        Chief Financial Officer

January 31, 1996

                                EXHIBIT INDEX

          99.1   Press Release, dated January 31, 1996.

                                             (713) 834-5080


     HOUSTON, January 31, 1996 -- Continental Airlines, Inc. (NYSE:  CAI.B and
CAI.A) announced today the completion of a private placement of $489 million of
pass through certificates.  The proceeds of the transaction were used to
refinance the indebtedness incurred by the owners of 18 aircraft who had
previously purchased the aircraft and leased them to Continental.  The
transaction will reduce the airline's aircraft rental expense by over $15
million per year.

     The pass through certificates were issued by separate pass through trusts,
which hold nonrecourse equipment notes secured by a security interest in the
aircraft and an assignment of Continental's leases of those aircraft.  The pass
through certificates consist of $269.5 million of 6.94% Class A certificates,
$94.3 million of 7.82% Class B certificates, $74.1 million of 9.50% Class C
certificates and $51.3 million of 12.48% Class D certificates.  The combined
effective interest rate on the $489 million in pass through certificates is
8.21%.  In a related transaction, the lease equity in the 18 aircraft leases was
acquired by an investor.

     Larry Kellner, the airline's Chief Financial Officer, said "This private
placement will reduce our aircraft rental expense on 18 of our Boeing 737 and
Boeing 757 aircraft by a total of over $15 million per year.  Reductions in non
value added costs such as aircraft rent are central to our achievement of the
Fund the Future cornerstone of Continental's Go Forward Plan.  Our improving
financial and operational performance has permitted us to complete this
financing on terms attractive to the company."

     The pass through certificates have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

     Continental is the fifth largest U.S. airline, and together with its
Continental Express subsidiary operates nearly 2,000 daily departures to 175 
cities with a fleet of 393 aircraft.