UNITED
STATES
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
24, 2006
CONTINENTAL
AIRLINES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
DELAWARE
(State
or
Other Jurisdiction of Incorporation)
|
1-10323
|
74-2099724
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
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)
______________________________________
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
8.01. Other
Events.
The
consolidated financial statements of Financial Guaranty Insurance Company
(“FGIC”) and subsidiaries as of December 31, 2005 and 2004, and for the years
ended December 31, 2005 and 2004 and the periods from December 18, 2003 through
December 31, 2003 and from January 1, 2003 through December 17, 2003, are
included in the preliminary prospectus supplement, dated May 24, 2006, of
Continental Airlines, Inc. relating to its Pass Through Certificates, Series
2006-1 (the “Preliminary Prospectus Supplement”), which forms a part of the
Registration Statement on Form S-3 of Continental Airlines, Inc. (No.
333-133187) (the “Registration Statement”). The consolidated financial
statements of FGIC and subsidiaries as of December 31, 2005 and 2004 and for
the
years ended December 31, 2005 and 2004 and the periods from December 18, 2003
through December 31, 2003 and from January 1, 2003 through December 17, 2003
have been audited by Ernst & Young LLP. The consent of Ernst & Young LLP
to their being referred to as “Experts” in the Preliminary Prospectus Supplement
and to the use of their audit report on such financial statements in the
Preliminary Prospectus Supplement is attached hereto, as Exhibit
23.1.
Item
9.01. Financial
Statements and Exhibits.
Exhibits:
23.1 Consent
of Independent Registered Public Accounting Firm
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended,
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 |
||
|
Senior
Vice President, General Counsel,
Secretary
and
Corporate Compliance
Officer
|
||
Dated:
May 24, 2006
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the reference to our firm under the caption “Experts” and to the use
of our report dated January 23, 2006 with respect to the consolidated financial
statements of Financial Guaranty Insurance Company and subsidiaries included
in
the registration statement Form S-3 (No. 333-133187) and the related Preliminary
Prospectus Supplement of Continental Airlines, Inc. for the registration of
its
Pass Through Certificates, Series 2006-1.
/s/
Ernst
& Young LLP
New
York,
New York
May
23,
2006