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):  
                          March 3, 1998

                   CONTINENTAL AIRLINES, INC.
     (Exact name of registrant as specified in its charter)

   Delaware                0-09781                 74-2099724
(State or other          (Commission             (IRS Employer
jurisdiction of          File Number)          Identification No.)

2929 Allen Parkway, Suite 2010, Houston, Texas            77019
  (Address of principal executive offices)             (Zip Code)

                         (713) 834-2950
      (Registrant's telephone number, including area code)
Item 5.Other Events.

On March 3, 1998, Continental Airlines, Inc. issued a press
release, which is filed herewith as Exhibit 99.2 and incorporated
herein by reference.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits

              99.1  Press Release.


Pursuant to the requirements of the Securities Exchange Act of
1934, 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/ Jeffery A. Smisek       
                                      Jeffery A. Smisek
                                      Executive Vice President 
                                      and General Counsel

March 3, 1998
                        EXHIBIT INDEX

99.1  Press release, dated March 3, 1998.

                                                    Exhibit 99.1


     HOUSTON, March 3, 1998-- Continental Airlines (NYSE: CAI.B and
CAI.A) announced today that its Board of Directors has authorized
the expenditure of up to $100 million to repurchase the company's
common stock or convertible securities.  Continental currently has
outstanding approximately 51 million Class B shares and 8.4 million
Class A shares, and convertible securities (8.5% Convertible Trust
Originated Preferred Securities and 6-3/4% Convertible Subordinated
Notes) convertible into an aggregate of approximately 17.9 million
Class B shares.  The repurchases may be effected from time to time
in accordance with applicable securities laws, through solicited or
unsolicited transactions in the market or in privately negotiated
transactions.  No time limit was placed on the duration of the
repurchase program.  Subject to applicable securities laws, such
purchases will be at times and in amounts as the company deems

     In announcing the repurchase program, Larry Kellner,
Continental's Chief Financial Officer, said "This program, which is
designed to hold the number of diluted shares relatively constant
for earnings per share purposes, reflects our confidence in the
value of Continental's common stock."

     Continental is the fifth largest airline in the U.S., offering
more than 2,000 departures daily to 125 domestic and 67
international destinations.  Operating major hubs in Newark,
Houston, Cleveland and Guam, Continental is strategically
positioned for to Latin America and Europe via its Houston and
Newark gateways.