As filed with the Securities and Exchange Commission 
                      on November 25, 1996.
                                            Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                         ______________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                         ______________
                   CONTINENTAL AIRLINES, INC.
     (Exact name of Registrant as specified in its charter)

          Delaware                              74-2099724
  (State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)           Identification No.)

                       2929 Allen Parkway
                      Houston, Texas  77019
            (Address of principal executive offices)
                           (Zip Code)
                         ______________
                   CONTINENTAL AIRLINES, INC.
                  1997 EMPLOYEE STOCK PURCHASE
                              PLAN
                    (Full title of the plan)
                         ______________
                        Jeffery A. Smisek
                    Senior Vice President and
                         General Counsel
                   Continental Airlines, Inc.
                 2929 Allen Parkway, Suite 2010
                      Houston, Texas  77019
             (Name and address of agent for service)

                         (713) 834-2950
  (Telephone number, including area code, of agent for service)
                         ______________

                 CALCULATION OF REGISTRATION FEE


                             Proposed     Proposed
Title of                     maximum      maximum
Securities      Amount       offering     aggregate   Amount of
to be           to be        price per    offering    registration
registered      registered   share (1)    price (1)      fee
                                          
Class B Common  1,750,000    $26.0625    $45,609,375    $13,821.02
Stock, par 
value $.01
per share

(1)  Estimated solely for the purpose of calculating the
registration fee which, pursuant to Rule 457(c), is based on the
average of the high and low prices of the Class B Common Stock
reported on the New York Stock Exchange on November 18, 1996.

                             Part II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission (File No. 0-9781) are incorporated herein by reference: 
(i)  the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (as amended by Forms 10-K/A1 and 10-K/A2 filed on
March 8, 1996 and April 10, 1996, respectively), (ii) the
description of Class B common stock contained in the Company's
registration statement (Registration No. 0-21542) on Form 8-A, and
any amendment or report filed for the purpose of updating such
description, (iii) the Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996 and September 30,
1996 and (iv) Current Reports on Form 8-K, filed on January 31,
1996, March 26, 1996, May 7, 1996, June 27, 1996, July 22, 1996,
September 13, 1996, September 16, 1996, October 10, 1996 and
November 21, 1996.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain legal matters with respect to the Class B common stock
offered hereby are being passed upon by Jeffery A. Smisek, Senior
Vice President and General Counsel of the Company.  Mr. Smisek, as
an employee of the Company, is eligible to participate in the
Continental Airlines, Inc. 1997 Employee Stock Purchase Plan.

Item 6.  Indemnification of Directors and Officers.

     The Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation") and bylaws provide that the Company
will indemnify each of its directors and officers to the full
extent permitted by the laws of the State of Delaware and may
indemnify certain other persons as authorized by the Delaware
General Corporation Law (the "GCL").  Section 145 of the GCL
provides as follows:

          "(a)  A corporation may indemnify any person who was or
     is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative
     (other than an action by or in the right of the corporation)
     by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at
     the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, against expenses
     (including attorneys' fees), judgments, fines and amounts paid
     in settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he acted 
     in good faith and in a manner he reasonably believed to be in
     or not opposed to the best interests of the corporation, and,
     with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful. The
     termination of any action, suit or proceeding by judgment,
     order, settlement, conviction, or upon a plea of nolo
     contendere or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and in
     a manner which he reasonably believed to be in or not opposed
     to the best interests of the corporation, and, with respect to
     any criminal action or proceeding, had reasonable cause to
     believe that his conduct was unlawful.

          (b)  A corporation may indemnify any person who was or is
     a party or is threatened to be made a party to any threatened,
     pending or completed action or suit by or in the right of the
     corporation to procure a judgment in its favor by reason of
     the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent
     of another corporation, partnership, joint venture, trust or
     other enterprise against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection with the
     defense or settlement of such action or suit if he acted in
     good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation and
     except that no indemnification shall be made in respect of any
     claim, issue or matter as to which such person shall have been
     adjudged to be liable to the corporation unless and only to
     the extent that the Court of Chancery or the court in which
     such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in
     view of all the circumstances of the case, such person is
     fairly and reasonably entitled to indemnity for such expenses
     which the Court of Chancery or such other court shall deem
     proper.

          (c)  To the extent that a director, officer, employee or
     agent of a corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding
     referred to in subsections (a) and (b) of this section, or in
     defense of any claim, issue or matter therein, he shall be
     indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection
     therewith.

          (d)  Any indemnification under subsections (a) and (b) of
     this section (unless ordered by a court) shall be made by the
     corporation only as authorized in the specific case upon a
     determination that indemnification of the director, officer,
     employee or agent is proper in the circumstances because he
     has met the applicable standard of conduct set forth in
     subsections (a) and (b) of this section. Such determination
     shall be made (1) by a majority vote of the directors who are
     not parties to such action, suit or proceeding, even though
     less than a quorum, or (2) if there are no such directors, or
     if such directors so direct, by independent legal counsel in
     a written opinion, or (3) by the stockholders.

          (e)  Expenses (including attorneys' fees) incurred by an
     officer or director in defending any civil, criminal,
     administrative, or investigative action, suit or proceeding
     may be paid by the corporation in advance of the final
     disposition of such action, suit or proceeding upon receipt of
     an undertaking by or on behalf of such director or officer to
     repay such amount if it shall ultimately be determined that he
     is not entitled to be indemnified by the corporation as
     authorized in this section. Such expenses (including
     attorneys' fees) incurred by other employees and agents may be
     so paid upon such terms and conditions, if any, as the board
     of directors deems appropriate.  

          (f)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other subsections of
     this section shall not be deemed exclusive of any other rights
     to which those seeking indemnification or advancement of
     expenses may be entitled under any bylaw, agreement, vote of
     stockholders or disinterested directors or otherwise, both as
     to action in his official capacity and as to action in another
     capacity while holding such office.

          (g)  A corporation shall have power to purchase and
     maintain insurance on behalf of any person who is or was a
     director, officer, employee or agent of the corporation, or is
     or was serving at the request of the corporation as a
     director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any
     such capacity, or arising out of his status as such, whether
     or not the corporation would have the power to indemnify him
     against such liability under this section.  

          (h)  For purposes of this section, references to "the
     corporation" shall include, in addition to the resulting
     corporation, any constituent corporation (including any
     constituent of a constituent) absorbed in a consolidation or
     merger which, if its separate existence had continued, would
     have had power and authority to indemnify its directors,
     officers, and employees or agents, so that any person who is
     or was a director, officer, employee or agent of such
     constituent corporation, or is or was serving at the request
     of such constituent corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same
     position under this section with respect to the resulting or
     surviving corporation as he would have with respect to such
     constituent corporation if its separate existence had
     continued. 

          (i)  For purposes of this section, references to "other
     enterprises" shall include employee benefit plans; references
     to "fines" shall include any excise taxes assessed on a person
     with respect to an employee benefit plan; and references to
     "serving at the request of the corporation" shall include any
     service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by,
     such director, officer, employee, or agent with respect to an
     employee benefit plan, its participants or beneficiaries; and
     a person who acted in good faith and in a manner he reasonably
     believed to be in the interest of the participants and
     beneficiaries of an employee benefit plan shall be deemed to
     have acted in a manner "not opposed to the best interests of
     the corporation" as referred to in this section.  

          (j)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall,
     unless otherwise provided when authorized or ratified,
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of
     the heirs, executors and administrators of such a person.

          (k)  The Court of Chancery is hereby vested with
     exclusive jurisdiction to hear and determine all actions for
     advancement of expenses or indemnification brought under this
     section or under any bylaw, agreement, vote of stockholders or
     disinterested directors, or otherwise.  The Court of Chancery
     may summarily determine a corporation's obligation to advance
     expenses (including attorneys' fees)."

     The Certificate of Incorporation and bylaws also limit the
personal liability of directors to the Company and its stockholders
for monetary damages resulting from certain breaches of the
directors' fiduciary duties.  The bylaws of the Company provide as
follows:

          "No Director of the Corporation shall be personally
     liable to the Corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a Director, except for
     liability (i) for any breach of the Director's duty of loyalty
     to the corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section
     174 of the GCL, or (iv) for any transaction from which the
     Director derived any improper personal benefit. If the GCL is
     amended to authorize corporate action further eliminating or
     limiting the personal liability of Directors, then the
     liability of Directors of the Corporation shall be eliminated
     or limited to the full extent permitted by the GCL, as so
     amended."

     The Company maintains directors' and officers' liability
insurance.

     Insofar as the indemnification for liabilities arising under
the Securities Act of 1933 (the "Securities Act") may be permitted
to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index which immediately
precedes the exhibits filed with this registration statement.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

               (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act;

               (ii) To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in the registration statement;

               (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change to such information in the registration statement;

               Provided, however, That paragraphs (i) and (ii) do
          not apply if the information required to be included in
          a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to
          the Commission by the Registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are
          incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

          (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

          (4)  That, for purposes of determining any liability
     under the Securities Act, each filing of the Registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the
     registration statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

     See the final paragraph under the heading "Item 6. 
Indemnification of Directors and Officers" for the undertaking
pursuant to Item 512(h) of Regulation S-K.

                           SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on November 25, 1996.

                             CONTINENTAL AIRLINES, INC.



                             by:   /s/ Jeffery A. Smisek       
                                       Jeffery A. Smisek
                                       Senior Vice President
                                        and General Counsel

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacity and on the dates indicated.

     Signature                      Title                 Date

          *                    Chief Executive        November 25,
     Gordon M. Bethune         Officer (Principal       1996
                               Executive Officer)
                               and Director


          *                    Senior Vice President  November 25,
     Lawrence W. Kellner       and Chief Financial      1996
                               Officer (Principal
                               Financial Officer)


          *                    Vice President and     November 25,
     Michael P. Bonds          Controller (Principal    1996
                               Accounting Officer)


          *                    Director               November 25,
     Thomas J. Barrack, Jr.                             1996


          *                    Director               November 25,
     Lloyd M. Bentsen                                   1996


          *                    Director               November 25,
     David Bonderman                                    1996


          *                    President, Chief       November 25,
     Gregory D. Brenneman      Operating Officer        1996
                               and Director


          *                    Director               November 25,
     Patrick Foley                                      1996


          *                    Director               November 25,
     Douglas H. McCorkindale                            1996


          *                    Director               November 25,
     George G.C. Parker                                 1996


          *                    Director               November 25,
     Richard W. Pogue                                   1996


          *                    Director               November 25,
     William S. Price                                   1996


          *                    Director               November 25,
     Donald L. Sturm                                    1996


          *                    Director               November 25,
     Karen Hastie Williams                              1996


          *                    Director               November 25,
     Charles A. Yamarone                                1996



/s/ Scott R. Peterson                                 November 25, 
 *Scott R. Peterson                                     1996
  By Power of Attorney
                          EXHIBIT INDEX


Exhibit No.                      Description

4.1(a)             Amended and Restated Certificate of
                   Incorporation of the Company (incorporated by
                   reference to Exhibit 4.1(a) to the Company's
                   registration statement on Form S-8 (File No.
                   333-06993)).

4.1(b)             Certificate of Designations of Series A 12%
                   Cumulative Preferred Stock (incorporated by
                   reference to Exhibit 1.2 to the Company's Form
                   8-A/A#2).

4.2                By-Laws of the Company (incorporated by
                   reference to Exhibit 3.1 to the Company's
                   Quarterly Report on Form 10-Q for the quarter
                   ended September 30, 1996).

4.3                Continental Airlines, Inc. 1997 Employee Stock
                   Purchase Plan.

5                  Opinion of Senior Vice President and General
                   Counsel.

23.1               Consent of Ernst & Young LLP.

23.2               Consent of Senior Vice President and General
                   Counsel (included in Exhibit 5).

24.1               Powers of Attorney (Gordon M. Bethune, Thomas
                   J. Barrack, Jr., Lloyd M. Bentsen, David
                   Bonderman, Gregory D. Brenneman, Patrick Foley,
                   Douglas H. McCorkindale, George G.C. Parker,
                   Richard W. Pogue, William S. Price III, Donald
                   L. Sturm, Karen Hastie Williams, Charles A.
                   Yamarone).

24.2               Power of Attorney (Lawrence W. Kellner).

24.3               Power of Attorney (Michael P. Bonds).

                                                      EXHIBIT 4.3

                   CONTINENTAL AIRLINES, INC.

                1997 EMPLOYEE STOCK PURCHASE PLAN

     1.   Purpose.  The Continental Airlines, Inc. 1997 Employee
Stock Purchase Plan (the "Plan") is intended to provide an
incentive for employees of Continental Airlines, Inc. (the
"Company") and any Participating Company (as defined in paragraph
3) to acquire or increase a proprietary interest in the Company
through the purchase of shares of the Company's Class B common
stock, par value $.01 per share (the "Stock").  The Plan is
intended to qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code").  The provisions of the Plan shall be construed in a manner
consistent with the requirements of that section of the Code.

     2.   Administration of the Plan.  The Plan shall be
administered by the Human Resources Committee (the "Committee") of
the Board of Directors of the Company (the "Board").  Subject to
the provisions of the Plan, the Committee shall interpret the Plan
and all options granted under the Plan, make such rules as it deems
necessary for the proper administration of the Plan and make all
other determinations necessary or advisable for the administration
of the Plan.  In addition, the Committee shall correct any defect,
supply any omission or reconcile any inconsistency in the Plan, or
in any option granted under the Plan, in the manner and to the
extent that the Committee deems desirable to carry the Plan or any
option into effect.  The Committee shall, in its sole discretion,
make such decisions or determinations and take such actions, and
all such decisions, determinations and actions taken or made by the
Committee pursuant to this and the other paragraphs of the Plan
shall be conclusive on all parties.  The Committee shall not be
liable for any decision, determination or action taken in good
faith in connection with the administration of the Plan.  The
Committee shall have the authority to delegate routine day-to-day
administration of the Plan to such officers and employees of the
Company as the Committee deems appropriate.

     3.   Participating Companies.  The Committee may designate any
present or future parent or subsidiary corporation of the Company
that is eligible by law to participate in the Plan as a
"Participating Company" by written instrument delivered to the
designated Participating Company.  Such written instrument shall
specify the effective date of such designation and shall become, as
to such designated Participating Company and persons in its
employment, a part of the Plan. The terms of the Plan may be
modified as applied to the Participating Company only to the extent
permitted under Section 423 of the Code.  Transfer of employment
among the Company and Participating Companies (and among any other
parent or subsidiary corporation of the Company) shall not be
considered a termination of employment hereunder.  Any
Participating Company may, by appropriate action of its Board of
Directors, terminate its participation in the Plan.  Moreover, the
Committee may, in its discretion, terminate a Participating
Company's Plan participation at any time.

     4.   Eligibility.  Subject to the provisions hereof, all
employees of the Company and the Participating Companies who are
employed by the Company or any Participating Company as of a Date
of Grant (as defined in subparagraph 6(a)) shall be eligible to
participate in the Plan; provided, however, that no option shall be
granted to an employee if such employee, immediately after the
option is granted, owns stock possessing five percent or more of
the total combined voting power or value of all classes of stock of
the Company or of its parent or subsidiary corporations (within the
meaning of Sections 423(b)(3) and 424(d) of the Code).

     5.   Stock Subject to the Plan.  Subject to the provisions of
paragraph 12, the aggregate number of shares that may be sold
pursuant to options granted under the Plan shall not exceed
1,750,000 shares of the authorized Stock, which shares may be
unissued or reacquired shares, including shares bought on the
market or otherwise for purposes of the Plan.  Should any option
granted under the Plan expire or terminate prior to its exercise in
full, the shares theretofore subject to such option may again be
subject to an option granted under the Plan.  Any shares that are
not subject to outstanding options upon the termination of the Plan
shall cease to be subject to the Plan.

     6.   Grant of Options.

          (a)  General Statement; "Date of Grant"; "Option Period";
"Date of Exercise".  Following the effective date of the Plan and
continuing while the Plan remains in force, the Company shall offer
options under the Plan to purchase shares of Stock to all eligible
employees who elect to participate in the Plan.  Except as
otherwise determined by the Committee, these options shall be
granted on January 1, 1997, and, thereafter, on the first day of
each successive July, October, January and April (each of which
dates is herein referred to as a "Date of Grant").  Except as
provided in paragraph 12, the term of each option granted on
January 1, 1997, shall be for six months, and the term of each
option granted thereafter shall be for three months (each of such
six-month and three-month periods is herein referred to as an
"Option Period"), which shall begin on a Date of Grant and end on
the last day of each Option Period (herein referred to as a "Date
of Exercise").  Subject to subparagraph 6(e), the number of shares
subject to an option for a participant shall be equal to the
quotient of (i) the aggregate payroll deductions withheld on behalf
of such participant during the Option Period in accordance with
subparagraph 6(b), divided by (ii) the Option Price (as defined in
subparagraph 7(b)) of the Stock applicable to the Option Period,
including fractions; provided, however, that the maximum number of
shares that may be subject to any option for a participant may not
exceed 2,500 (subject to adjustment as provided in paragraph 12).

          (b)  Election to Participate; Payroll Deduction
Authorization.  An eligible employee may participate in the Plan
only by means of payroll deduction.  Except as provided in
subparagraph 6(g), each eligible employee who elects to participate
in the Plan shall deliver to the Company, within the time period
prescribed by the Committee, a written payroll deduction
authorization in a form prepared by the Company whereby he gives
notice of his election to participate in the Plan as of the next
following Date of Grant, and whereby he designates an integral
percentage of his Eligible Compensation (as defined in subparagraph
6(d)) to be deducted from his compensation for each pay period and
paid into the Plan for his account.  The designated percentage may
not be less than 1% nor exceed 10%.

          (c)  Changes in Payroll Authorization.  A participant may
withdraw from the Plan as provided in paragraph 8.  In addition, a
participant may decrease the percentage rate of his payroll
deduction authorization referred to in subparagraph 6(b) or suspend
or resume payroll deductions during the relevant Option Period by
delivering to the Company a new payroll deduction authorization in
a form prepared by the Company.  Such decrease, suspension or
resumption will be effective as soon as administratively feasible
after receipt of the participant's new payroll deduction
authorization form.

          (d)  "Eligible Compensation" Defined.  The term "Eligible
Compensation" means regular straight-time earnings or base salary,
except that such term shall not include payments for overtime,
incentive compensation, bonuses or other special payments.

          (e)  $25,000 Limitation.  No employee shall be granted an
option under the Plan which permits his rights to purchase Stock
under the Plan and under all other employee stock purchase plans of
the Company and its parent and subsidiary corporations to accrue at
a rate which exceeds $25,000 of fair market value of such Stock
(determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time (within the
meaning of Section 423(b)(8) of the Code).  Any payroll deductions
in excess of the amount specified in the foregoing sentence shall
be returned to the participant as soon as administratively feasible
after the next following Date of Exercise.

          (f)  Leaves of Absence.  During a paid leave of absence
approved by the Company and meeting the requirements of Treasury
Regulation Paragraph 1.421-7(h)(2), a participant's elected payroll
deductions shall continue.  A participant may not contribute to the
Plan during an unpaid leave of absence.  If a participant takes an
unpaid leave of absence that is approved by the Company, meets the
requirements of Treasury Regulation Paragraph 1.421-7(h)(2), and
begins within 90 days prior to the last day of an Option Period,
then such participant's payroll deductions for such Option Period
that were made prior to such leave may remain in the Plan and be
used to purchase Stock under the Plan on the Date of Exercise
relating to such Option Period.  If a participant takes a leave of
absence that is not described in the first or third sentence of
this subparagraph 6(f), then he shall be considered to have
withdrawn from the Plan pursuant to the provisions of paragraph 8
hereof.

          (g)  Continuing Election.  Subject to the limitation set
forth in subparagraph 6(e), a participant (i) who has elected to
participate in the Plan pursuant to subparagraph 6(b) as of a Date
of Grant and (ii) who takes no action to change or revoke such
election as of the next following Date of Grant and/or as of any
subsequent Date of Grant prior to any such respective Date of Grant
shall be deemed to have made the same election, including the same
attendant payroll deduction authorization, for such next following
and/or subsequent Date(s) of Grant as was in effect immediately
prior to such respective Date of Grant.  Payroll deductions that
are limited by subparagraph 6(e) shall re-commence at the rate
provided in such participant's payroll deduction authorization at
the beginning of the first Option Period that is scheduled to end
in the following calendar year, unless the participant changes the
amount of his payroll deduction authorization pursuant to paragraph
6, withdraws from the Plan as provided in paragraph 8 or is
terminated from the Plan as provided in paragraph 9.

     7.   Exercise of Options.

          (a)  General Statement.  Subject to the limitation set
forth in subparagraph 6(e), each participant in the Plan
automatically and without any act on his part shall be deemed to
have exercised his option on each Date of Exercise to the extent of
his unused payroll deductions under the Plan and to the extent the
issuance of Stock to such participant upon such exercise is lawful.

          (b)  "Option Price" Defined.  The term "Option Price"
shall mean the per share price of Stock to be paid by each
participant on each exercise of his option, which price shall be
equal to 85% of the fair market value of the Stock on the Date of
Exercise or on the Date of Grant, whichever amount is lesser.  For
all purposes under the Plan, the fair market value of a share of
Stock on a particular date shall be equal to the closing price of
the Stock on the New York Stock Exchange, Inc. on that date as
reported by The Wall Street Journal in the New York Stock Exchange
Composite Transactions (or, if no shares of Stock have been traded
on that date, on the next regular business date on which shares of
the Stock are so traded).

          (c)  Delivery of Shares; Restrictions on Transfer.  As
soon as practicable after each Date of Exercise, the Company shall
deliver to a custodian selected by the Committee one or more
certificates representing (or shall otherwise cause to be credited
to the account of such custodian) the total number of whole shares
of Stock respecting options exercised on such Date of Exercise in
the aggregate (for both whole and fractional shares) of all of the
participating eligible employees hereunder.  Any remaining amount
representing a fractional share shall not be certificated (or
otherwise so credited) and shall be carried forward to the next
Date of Exercise for certification (or credit) as part of a whole
share.  Such custodian shall keep accurate records of the
beneficial interests of each participating employee in such shares
by means of participant accounts under the Plan, and shall provide
each eligible employee with quarterly or such other periodic
statements with respect thereto as may be directed by the
Committee.  If the Company is required to obtain from any U.S.
commission or agency authority to issue any such shares, the
Company shall seek to obtain such authority.  Inability of the
Company to obtain from any commission or agency (whether U.S. or
foreign) authority which the Company's General Counsel or his
designee deems necessary for the lawful issuance of any such shares
shall relieve the Company from liability to any participant in the
Plan except to return to him the amount of his payroll deductions
under the Plan which would have otherwise been used upon exercise
of the relevant option.  Except as hereinafter provided, for a
period of six months (or such other period as the Committee may
from time to time specify with respect to a particular grant of
options) after the Date of Exercise of an option (the "Restriction
Period"), the shares of Stock issued in connection with such
exercise may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered or disposed of by
the optionee who has purchased such shares; provided, however, that
such restriction shall not apply to the transfer, exchange or
conversion of such shares of Stock pursuant to a merger,
consolidation or other plan of reorganization of the Company, but
the stock, securities or other property (other than cash) received
upon any such transfer, exchange or conversion shall also become
subject to the same transfer restrictions applicable to the
original shares of Stock, and shall be held by the custodian,
pursuant to the provisions hereof.  Upon the expiration of such
Restriction Period, the transfer restrictions set forth in this
subparagraph 7(c) shall cease to apply and the optionee may,
pursuant to procedures established by the Committee and the
custodian, direct the sale or distribution of some or all of the
whole shares of Stock in his Company stock account that are not
then subject to transfer restrictions and, in the event of a sale,
request payment of the net proceeds from such sale.  Further, upon
the termination of the optionee's employment with the Company and
its parent or subsidiary corporations by reason of death, permanent
and total disability (within the meaning of Section 22(e)(3) of the
Code) or retirement that entitles the optionee to an early or
normal retirement benefit under any defined benefit pension plan of
the Company or a Participating Company, the transfer restrictions
set forth in this subparagraph 7(c) shall cease to apply and the
custodian shall, upon the request of such optionee (or as
applicable, such optionee's personal representative), deliver to
such optionee a certificate issued in his name representing (or
otherwise credit to an account of such optionee) the aggregate
whole number of shares of Stock in his Company stock account under
the Plan.  At the time of distribution of such shares, any
fractional share in such Company stock account shall be converted
to cash based on the fair market value of the Stock on the date of
distribution and such cash shall be paid to the optionee.  The
Committee may cause the Stock issued in connection with the
exercise of options under the Plan to bear such legends or other
appropriate restrictions, and the Committee may take such other
actions, as it deems appropriate in order to reflect the transfer
restrictions set forth in this subparagraph 7(c) and to assure
compliance with applicable laws.

     8.   Withdrawal from the Plan.

          (a)  General Statement.  Any participant may withdraw in
whole from the Plan at any time prior to the Date of Exercise
relating to a particular Option Period.  Partial withdrawals shall
not be permitted.  A participant who wishes to withdraw from the
Plan must timely deliver to the Company a notice of withdrawal in
a form prepared by the Company.  The Company, promptly following
the time when the notice of withdrawal is delivered, shall refund
to the participant the amount of his payroll deductions under the
Plan which have not yet been otherwise returned to him or used upon
exercise of options; and thereupon, automatically and without any
further act on his part, his payroll deduction authorization and
his interest in unexercised options under the Plan shall terminate.

          (b)  Eligibility Following Withdrawal.  A participant who
withdraws from the Plan shall be eligible to participate again in
the Plan upon expiration of the Option Period during which he
withdrew (provided that he is otherwise eligible to participate in
the Plan at such time).

     9.   Termination of Employment.

          (a)  General Statement.  Except as provided in
subparagraph 9(b), if the employment of a participant terminates
for any reason whatsoever, then his participation in the Plan
automatically and without any act on his part shall terminate as of
the date of the termination of his employment.  The Company shall
promptly refund to him the amount of his payroll deductions under
the Plan which have not yet been otherwise returned to him or used
upon exercise of options, and thereupon his interest in unexercised
options under the Plan shall terminate.

          (b)  Termination by Retirement, Death or Disability after
June 30, 1997.  If the employment of a participant terminates after
June 30, 1997, due to (i) retirement that entitles the participant
to an early or normal retirement benefit under any defined benefit
pension plan of the Company or a Participating Company, (ii) death
or (iii) permanent and total disability (within the meaning of
Section 22(e)(3) of the Code), the participant, or the
participant's personal representative, as applicable, will have the
right to elect, no later than 10 days prior to the last day of the
Option Period during which such retirement, death or disability
occurred, either to:

               (1)  withdraw all of the accumulated unused payroll
     deductions and shares of Stock credited to the participant's
     account under the Plan (whether or not the Restriction Period
     with respect to such shares has expired); or

               (2)  exercise the participant's option for the
     purchase of Stock on the last day of the Option Period during
     which termination of employment occurs for the purchase of the
     number of full shares of Stock which the accumulated payroll
     deductions at the date of the participant's termination of
     employment will purchase at the applicable Option Price
     (subject to subparagraph 6(e)), with any excess cash in such
     account to be returned to the participant or such personal
     representative.

The participant or, if applicable, such personal representative,
must make such election by giving written notice to the Committee
in such manner as the Committee prescribes.  In the event that no
such written notice of election is timely received by the
Committee, the participant or personal representative will
automatically be deemed to have elected as set forth in clause (2)
above, and promptly after the exercise so described in clause (2)
above, all shares of Stock in such participant's account under the
Plan will be distributed to the participant or such personal
representative.

     10.  Restriction Upon Assignment of Option.  An option granted
under the Plan shall not be transferable otherwise than by will or
the laws of descent and distribution.  Subject to subparagraph
9(b), each option shall be exercisable, during his lifetime, only
by the employee to whom granted.  The Company shall not recognize
and shall be under no duty to recognize any assignment or purported
assignment by an employee of his option or of any rights under his
option or under the Plan.

     11.  No Rights of Stockholder Until Exercise of Option.  With
respect to shares of Stock subject to an option, an optionee shall
not be deemed to be a stockholder, and he shall not have any of the
rights or privileges of a stockholder, until such option has been
exercised.  With respect to an individual's Stock held by the
custodian pursuant to subparagraph 7(c), the custodian shall, as
soon as practicable, pay the individual any cash dividends
attributable thereto and shall, in accordance with procedures
adopted by the custodian, facilitate the individual's voting rights
attributable thereto.

     12.  Changes in Stock; Adjustments.  Whenever any change is
made in the Stock, by reason of a stock dividend or by reason of
subdivision, stock split, reverse stock split, recapitalization,
reorganization, combination, reclassification of shares or other
similar change, appropriate action will be taken by the Committee
to adjust accordingly the number of shares subject to the Plan, the
maximum number of shares that may be subject to any option, and the
number and Option Price of shares subject to options outstanding
under the Plan.

     If the Company shall not be the surviving corporation in any
merger or consolidation (or survives only as a subsidiary of
another entity), or if the Company is to be dissolved or
liquidated, then, unless a surviving corporation assumes or
substitutes new options (within the meaning of Section 424(a) of
the Code) for all options then outstanding, (i) the Date of
Exercise for all options then outstanding shall be accelerated to
a date fixed by the Committee prior to the effective date of such
merger or consolidation or such dissolution or liquidation and (ii)
upon such effective date any unexercised options shall expire and
the Company promptly shall refund to each participant the amount of
such participant's payroll deductions under the Plan which have not
yet been otherwise returned to him or used upon exercise of
options.

     13.  Use of Funds; No Interest Paid.  All funds received or
held by the Company under the Plan shall be included in the general
funds of the Company free of any trust or other restriction, and
may be used for any corporate purpose.  No interest shall be paid
or credited to any participant. 

     14.  Term of the Plan.  The Plan shall be effective upon the
date of its adoption by the Board, provided the Plan is approved by
the stockholders of the Company within 12 months thereafter. 
Notwithstanding any provision in the Plan, no option granted under
the Plan shall be exercisable prior to such stockholder approval,
and, if the stockholders of the Company do not approve the Plan by
the Date of Exercise of the first option granted hereunder, then
the Plan shall automatically terminate, no options may be exercised
thereunder and the Company promptly shall refund to each
participant the amount of such participant's payroll deductions
under the Plan; and thereupon, automatically and without any
further act on his part, his payroll deduction authorization and
his interest in unexercised options under the Plan shall terminate. 
Except with respect to options then outstanding, if not sooner
terminated under the provisions of paragraph 15, the Plan shall
terminate upon and no further payroll deductions shall be made and
no further options shall be granted after December 31, 2001.

     15.  Amendment or Termination of the Plan.  The Board in its
discretion may terminate the Plan at any time with respect to any
Stock for which options have not theretofore been granted.  The
Board and the Committee shall each have the right to alter or amend
the Plan or any part thereof from time to time; provided, however,
that no change in any option theretofore granted may be made that
would impair the rights of the optionee without the consent of such
optionee.

     16.  Securities Laws.  The Company shall not be obligated to
issue any Stock pursuant to any option granted under the Plan at
any time when the offer, issuance or sale of shares covered by such
option has not been registered under the Securities Act of 1933, as
amended, or does not comply with such other state, federal or
foreign laws, rules or regulations, or the requirements of any
stock exchange upon which the Stock may then be listed, as the
Company or the Committee deems applicable and, in the opinion of
legal counsel for the Company, there is no exemption from the 
requirements of such laws, rules, regulations or requirements
available for the offer, issuance and sale of such shares. 
Further, all Stock acquired pursuant to the Plan shall be subject
to the Company's policies concerning compliance with securities
laws and regulations, as such policies may be amended from time to
time. The terms and conditions of options granted hereunder to, and
the purchase of shares by, persons subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
shall comply with any applicable provisions of Rule 16b-3.  As to
such persons, this Plan shall be deemed to contain, and such
options shall contain, and the shares issued upon exercise thereof
shall be subject to, such additional conditions and restrictions as
may be required from time to time by Rule 16b-3 to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect
to Plan transactions.

     17.  No Restriction on Corporate Action.  Nothing contained in
the Plan shall be construed to prevent the Company or any
subsidiary from taking any corporate action that is deemed by the
Company or such subsidiary to be appropriate or in its best
interest, whether or not such action would have an adverse effect
on the Plan or any option granted under the Plan.  No employee,
beneficiary or other person shall have any claim against the
Company or any subsidiary as a result of any such action.

     18.  Miscellaneous Provisions.

          (a)  Parent and Subsidiary Corporations.  For all
purposes of the Plan, a corporation shall be considered to be a
parent or subsidiary corporation of the Company only if such
corporation is a parent or subsidiary corporation of the Company
within the meaning of Sections 424(e) or (f) of the Code.

          (b)  Number and Gender.  Wherever appropriate herein,
words used in the singular shall be considered to include the
plural and words used in the plural shall be considered to include
the singular.  The masculine gender, where appearing in the Plan,
shall be deemed to include the feminine gender.

          (c)  Headings.  The headings and subheadings in the Plan
are included solely for convenience, and if there is any conflict
between such headings or subheadings and the text of the Plan, the
text shall control.

          (d)  Not a Contract of Employment; No Acquired Rights. 
The adoption and maintenance of the Plan shall not be deemed to be
a contract between the Company or any Participating Company and any
person or to be consideration for the employment of any person.  
Participation in the Plan at any given time shall not be deemed to
create the right to participate in the Plan, or any other
arrangement permitting an employee of the Company or any
Participating Company to purchase Stock at a discount, in the
future.  The rights and obligations under any participant's terms
of employment with the Company or any Participating Company shall
not be affected by participation in the Plan.  Nothing herein
contained shall be deemed to give any person the right to be
retained in the employ of the Company or any Participating Company
or to restrict the right of the Company or any Participating
Company to discharge any person at any time, nor shall the Plan be
deemed to give the Company or any Participating Company the right
to require any person to remain in the employ of the Company or
such Participating Company or to restrict any person's right to
terminate his employment at any time.  The Plan shall not afford
any participant any additional right to compensation as a result of
the termination of such participant's employment for any reason
whatsoever.

          (e)  Compliance with Applicable Laws.  The Company's
obligation to offer, issue, sell or deliver Stock under the Plan is
at all times subject to all approvals of and compliance with any
governmental authorities (whether domestic or foreign) required in
connection with the authorization, offer, issuance, sale or
delivery of Stock as well as all federal, state, local and foreign
laws.  Without limiting the scope of the preceding sentence, and
notwithstanding any other provision in the Plan, the Company shall
not be obligated to grant options or to offer, issue, sell or
deliver Stock under the Plan to any employee who is a citizen or
resident of a jurisdiction the laws of which, for reasons of its
public policy, prohibit the Company from taking any such action
with respect to such employee.

          (f)  Severability.  If any provision of the Plan shall be
held illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining provisions hereof;
instead, each provision shall be fully severable and the Plan shall
be construed and enforced as if said illegal or invalid provision
had never been included herein.

          (g)  Governing Law.  All provisions of the Plan shall be
construed in accordance with the laws of Texas except to the extent
preempted by federal law.

                                                        Exhibit 5



                        November 25, 1996


Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019

Ladies and Gentlemen:

     I am Senior Vice President and General Counsel of Continental
Airlines, Inc., a Delaware corporation (the "Company"), and I have
advised the Company in connection with the registration pursuant to
a Registration Statement on Form S-8 being filed with the
Securities and Exchange Commission (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), of the
proposed offering and sale of up to 1,750,000 shares of Class B
common stock, par value $.01 per share, of the Company (the "Common
Stock") pursuant to the Company's 1997 Employee Stock Purchase Plan
(the "Plan").

     In this connection, I have examined the corporate records of
the Company, including its Restated Certificate of Incorporation,
its Bylaws and minutes of meetings of its directors and certain
committees thereof.  I have also examined the Registration
Statement, together with the exhibits thereto and such other
documents as I have deemed necessary for the purpose of expressing
the opinion contained herein.

     Based upon the foregoing, I am of the opinion that the Common
Stock, when issued in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.  The Plan is
subject to approval of the stockholders of the Company and no
Common Stock will be issued under the Plan prior to such approval.

     I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of my name therein
under the caption "Item 5. Interests of Named Experts and Counsel". 
In giving this consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of
the Act and the rules and regulations thereunder.

                                        Very truly yours,


                                        /s/ Jeffery A. Smisek
                                            Senior Vice President
                                            and General Counsel

                                                     Exhibit 23.1

                 CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Continental Airlines, Inc. (the "Company")
pertaining to the Company's 1997 Employee Stock Purchase Plan of
our reports dated February 12, 1996, with respect to the
consolidated financial statements and schedules of Continental
Airlines, Inc. at December 31, 1995 and 1994, and for the years
then ended and the period from April 28, 1993 through December 31,
1993, and the consolidated statements of operations, redeemable and
nonredeemable preferred stock and common stockholders' equity and
cash flows for the period January 1, 1993 through April 27, 1993,
for Continental Airlines Holdings, Inc., all included in the
Company's 1995 Annual Report (Form 10-K) filed with the Securities
and Exchange Commission.

                                        /s/ ERNST & YOUNG LLP

Houston, Texas
November 21, 1996

                                                     Exhibit 24.1

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Gordon M. Bethune
                              Printed Name:  Gordon M. Bethune

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Thomas J. Barrack, Jr.
                              Printed Name:  Thomas J. Barrack

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Lloyd M. Bentsen
                              Printed Name:  Lloyd M. Bentsen

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ David Bonderman
                              Printed Name:  David Bonderman

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Gregory D. Brenneman
                              Printed Name:  Gregory D. Brenneman

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Patrick Foley
                              Printed Name:  Patrick Foley

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Douglas H. McCorkindale
                              Printed Name: Douglas H. McCorkindale

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ George G.C. Parker
                              Printed Name:  George G.C. Parker

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Richard W. Pogue
                              Printed Name:  Richard W. Pogue

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ William S. Price
                              Printed Name:  William S. Price

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Donald L. Sturm
                              Printed Name:  Donald L. Sturm

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Karen Hastie Williams
                              Printed Name:  Karen Hastie Williams

                              Dated and effective as of 
                              November 25, 1996

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as a
director of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as a
director that such person or persons may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in connection with that
certain shelf Registration Statement on Form S-8 relating to the
Company's 1997 Employee Stock Purchase Plan and the Class B common
stock issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as a director of the Company the
Registration Statement, and any all amendments thereto, including
post-effective amendments, and the undersigned does hereby ratify
and confirm all that such person or persons shall do or cause to be
done by virtue hereof.



                                            
                              /s/ Charles A. Yamarone
                              Printed Name:  Charles A. Yamarone 

                              Dated and effective as of 
                              November 25, 1996

                                                     Exhibit 24.2

                        POWER OF ATTORNEY


     The undersigned officer of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to
do any and all things in the undersigned's name and behalf in the
undersigned's capacity as an officer of the Company, and to execute
any and all instruments for the undersigned and in the
undersigned's name and capacity as an officer that such person or
persons may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange
Commission in connection with that certain shelf Registration
Statement on Form S-8 relating to the Company's 1997 Employee Stock
Purchase Plan and the Class B common stock issuable thereunder (the
"Registration Statement"), including specifically, but not limited
to, power and authority to sign for the undersigned in the capacity
as an officer of the Company the Registration Statement, and any
and all amendments thereto, including post-effective amendments,
and the undersigned does hereby ratify and confirm all that such
person or persons shall do or cause to be done by virtue hereof.



                                     /s/ Lawrence W. Kellner   
                                         Lawrence W. Kellner


                                   Dated and effective as of
                                   November 25, 1996

                                                     Exhibit 24.3

                        POWER OF ATTORNEY


     The undersigned director of Continental Airlines, Inc., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Lawrence W. Kellner, Jeffery A. Smisek and Scott R.
Peterson, or any of them, as the undersigned's true and lawful
attorneys in-fact and agents to do any and all things in the
undersigned's name and behalf in the undersigned's capacity as an
officer of the Company, and to execute any and all instruments for
the undersigned and in the undersigned's name and capacity as an
officer that such person or persons may deem necessary or advisable
to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain
shelf Registration Statement on Form S-8 relating to the Company's
1997 Employee Stock Purchase Plan and the Class B common stock
issuable thereunder (the "Registration Statement"), including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity as an officer of the Company the
Registration Statement, and any and all amendments thereto,
including post-effective amendments, and the undersigned does
hereby ratify and confirm all that such person or persons shall do
or cause to be done by virtue hereof.



                                     /s/ Michael P. Bonds      
                                         Michael P. Bonds


                                   Dated and effective as of
                                   November 25, 1996