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)   The Principal Amount of Registered Noted held by "HBK
     Securities Ltd." is increased as of December 27, 1996 to

  The date of this Prospectus Supplement is December 27, 1996.