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):  
                          May 18, 1999



                   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.)
incorporation)



1600 Smith Street, Dept. HQSEO, Houston, Texas            77002
  (Address of principal executive offices)             (Zip Code)


                         (713) 324-2950
      (Registrant's telephone number, including area code)

Item 5.Other Events.

On May 18, 1999, Continental Airlines, Inc. issued a press release,
which is filed herewith as Exhibit 99.1 and incorporated herein by
reference.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits

              99.1  Press Release.

              99.2  Biography of New Director.


                           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/ Jeffery A. Smisek       
                                      Jeffery A. Smisek
                                      Executive Vice President 
                                      and General Counsel


May 18, 1999
 

                        EXHIBIT INDEX


99.1  Press release, dated May 18, 1999.

99.2  Biography of New Director.



                                                    Exhibit 99.1


CONTINENTAL AIRLINES ANNOUNCES ELECTION 
OF KIRBYJON H. CALDWELL TO BOARD OF DIRECTORS

      HOUSTON, May 18, 1999 -- Continental Airlines (NYSE: CAL and
CAL.A) announced today that Kirbyjon H. Caldwell has been elected
to its board of directors.  He replaces former U.S. Sen. Lloyd
Bentsen, who recently declined to stand for re-election for
personal reasons.
      Bentsen, former U.S. Secretary of the Treasury and one-time
Democratic Party vice presidential nominee, was elected to
Continental's board in September 1996.
      "Senator Bentsen has served the board extremely well," said
Gordon Bethune, chairman and chief executive officer of Continental
Airlines.  "His friendship, wisdom and insight have been
invaluable, and we will miss him very much."
      Caldwell, a prominent Houston clergyman and former investment
banker and Wall Street broker, was elected to Continental's board
of directors at today's stockholders meeting. 
      "We're pleased to welcome Pastor Caldwell to our Board," said
Bethune.  "He is a widely-respected community leader whose business
acumen and community spirit will be of tremendous value.  He will
bring a fresh, new perspective to our business."

- -More-
KIRBYJON CALDWELL/Page 2
      Caldwell, an MBA graduate from the University of
Pennsylvania's Wharton School of Business, worked at First Boston
Corporation and at a Houston-based investment banking firm before
becoming pastor of Windsor Village United Methodist Church, one
of the largest churches in Texas.  He is a well-known social
entrepreneur whose economic reform programs have captured
attention nationwide.  Newsweek magazine named Caldwell to its
"Century Club" list of 100 People to Watch in the year 2000 and
beyond.  Similarly, he has also been featured in FORTUNE
magazine, The Wall Street Journal, U.S. News & World Report and
various television news shows.
      In addition to Continental Airlines, Caldwell serves on
numerous business and civic organization boards of directors,
including Chase Bank of Texas National Association, Chase Bank of
Texas - Houston Region, Memorial Hermann Healthcare System and
the Greater Houston Partnership, a business development group.
      Caldwell, a native of Houston, is pastor of Windsor Village
United Methodist Church and author of a recently published book,
The Gospel of Good Success. 
      Continental Airlines is the fifth largest airline in the
U.S., offering more than 2,200 departures daily to 127 domestic
and 79 international destinations.  Operating major hubs in
Newark, Houston and Cleveland, Continental (http://www.
continental.com) has extensive service throughout the Americas,
and to Europe and Asia.  Continental recently initiated a 
- -More-
KIRBYJON CALDWELL/Page 3
strategic global alliance with Northwest Airlines.  Continental
is in the top half of FORTUNE magazine's "100 Best Companies to
Work for in America," and has won first or second place 
Frequent Flyer magazine and J.D. Power awards for four
consecutive years.   Continental has received numerous awards for
its BusinessFirst premium cabin (Conde' Nast Traveler, OAG
Official Airline Guides, Entrepreneur and Smart Money magazines),
OnePass frequent flyer program (InsideFlyer's Freddie Awards) and
overall operations and management (Air Transport World's 1997
Airline of the Year).

###


                                                    Exhibit 99.2


Biography of New Director

Kirbyjon H. Caldwell, age 45       Director since May 18, 1999. 
                                   Senior Pastor of Windsor
                                   Village United Methodist
                                   Church, Houston, Texas since
                                   1982.  Director of: Chase Bank
                                   of Texas National Association;
                                   Chase Bank of Texas - Houston
                                   region; Memorial Hermann
                                   Healthcare System; the Greater
                                   Houston Partnership.