WASHINGTON, D.C.  20549

                                FORM 12B-25

                        NOTIFICATION OF LATE FILING
                               (Check One):

[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-
For Period Ended:  December 31, 1994
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:  ____________________________

Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
Not Applicable

Part 1 - Registrant Information

Full Name of Registrant:  Continental Airlines, Inc.
Former Name if Applicable:

Address of Principal Executive Office (Street and Number):
2929 Allen Parkway

City State and Zip Code:
Houston, Texas  77019


Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed.  (Check box if

[X]     (a)  The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense;

[X]     (b)  The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K or Form N-
SAR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and

[ ]     (c)  The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.

Part III - Narrative

State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K, 10-Q or N-SAR or the transition report or portion thereof,
could not be filed within the prescribed time period.

        See attached explanation.


Part IV - Other Information

        (1)  Name and telephone number of person to contact in
regard to this notification:

Daniel P. Garton                       (713) 834-2950
     (Name)                      (Area Code) (Telephone Number)

        (2)  Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?  If
the answer is no, identify report(s).

                                   [X] Yes        [ ] No

        (3)  Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?

                                   [X] Yes        [ ] No

If so:  attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.

        Continental Airlines, Inc. has caused this notification
to be signed on its behalf by the undersigned thereunto duly
                                   CONTINENTAL AIRLINES, INC.

April 3, 1995                      By /s/ Daniel P. Garton       
                                      Daniel P. Garton

                                   Its:  Senior Vice President
                                         and Chief Financial

                   CONTINENTAL AIRLINES, INC.
                           FORM 12b-25
                       SEC FILE NO. 0-9781

Response to Part III and Part IV(3):

             Continental Airlines, Inc. (the "Company" or
        "Continental") is unable to file its report on Form 10-K
        for the year ended December 31, 1994 within the period
        provided by the regulations under the Securities Exchange
        Act of 1934.  On January 26, 1995, the Company announced
        that it will be reporting a nonrecurring charge of
        approximately $400 million for the fourth quarter of
        1994.  The charge relates primarily to decisions made in
        late 1994 concerning the planned early retirement of
        certain aircraft and to closed or under-utilized airport
        and maintenance facilities.  Continental has also
        announced in January that it has ceased making
        contractually required payments on certain obligations. 
        Continental is now in advanced stages of negotiations,
        and in certain instances documentation, of new agreements
        with its principal lenders, aircraft and engine
        manufacturers and certain aircraft and equipment lessors
        to provide for alternative forms of consideration in lieu
        of cash payments or to otherwise defer certain payments. 
        In addition, Continental is engaged in settlement
        negotiations regarding its future obligations at the new
        Denver International Airport in light of the significant
        reduction in its Denver operations.  The outcome of these
        negotiations will materially impact the nonrecurring
        charge and the characterization of obligations as current
        or long-term on the Company's balance sheet.  The
        foregoing uncertainties and contingencies have impeded
        the Company's ability to finalize the calculation of the
        nonrecurring charge and delayed completion of its
        financial statements.  The Company anticipates that it
        will finalize its financial statements and file its
        report on Form 10-K no later than April 17, 1995.