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)   "BT Securities Corporation" is added to the table of Selling
     Holders on page 39 with a Principal Amount of Registered
     Notes owned as of December 19, 1996 of $575,000.  Bankers
     Trust Company, an affiliate of BT Securities Corporation is
     the Agent and a lender under a credit facility with
     Continental Micronesia, Inc., a 91% subsidiary of
     Continental Airlines, Inc., and is the trustee under the
     indenture relating to the 6-3/4% Convertible Subordinated
     Notes.  BT Securities Corporation and its affiliates have
     performed other investment banking and banking services for
     Continental Airlines, Inc. and/or its affiliates in the
     past, for which they received customary compensation, and
     may in the future provide such services.

2)   The Principal Amount of Registered Notes held by "HBK Main
     Street Investments L.P." is increased as of December 23,
     1996 to $14,315,000.

3)   The Principal Amount of Registered Noted held by "HBK
     Securities Ltd." is increased as of December 23, 1996 to

The date of this Prospectus Supplement is December 23, 1996.