Prospectus Supplement filed under Rule 424(b)(3)
                                       Registration No. 333-07899

                      Prospectus Supplement

The Prospectus dated August 13, 1996, relating to the offer for
resale of up to $200,650,000 aggregate principal amount of the
Continental Airlines, Inc. 6-3/4% Convertible Subordinated Notes
due April 15, 2006 is hereby supplemented as follows:

1)   "Morgan Stanley & Co. Incorporated" is added to the table of
     Selling Holders on page 39 with a Principal Amount of
     Registered Notes owned as of October 17, 1996 of $2,500,000. 
     Morgan Stanley & Co. Incorporated has in the past provided
     to Continental Airlines, Inc. and/or its affiliates
     investment banking and/or advisory services for which it has
     received customary fees, and may in the future provide such

  The date of this Prospectus Supplement is December 13, 1996.