SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                        FORM 8-A

                    For Registration of Certain Classes of Securities
                          Pursuant to Section 12(b) or 12(g) of
                           the Securities Exchange Act of 1934


                            Continental Airlines, Inc.
              (Exact Name of Registrant as Specified in Its Charter)


        Delaware                                    74-2099724
______________________________________________________________________________
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)


  2929 Allen Parkway, Suite 2010
      Houston, Texas                                  77019
______________________________________________________________________________
 (Address of Principal Executive                      (Zip Code)
    offices for the registrants)                                

If this Form relates to the                 If this Form relates to the
registration of a class of debt             registration of a class of debt 
securities and is effective upon filing     securities and is to become
pursuant to General Instruction A(c)(1)     effective simultaneously with the
please check the following box.[]           effectiveness of a concurrent
                                            registration statement under the
                                            Securities Act of 1933 pursuant to
                                            General Instruction A(c)(2) please
                                            check the following box []
 





Securities to be registered pursuant
to Section 12(b) of the Act:

        Title of Each Class                   Name of Each Exchange on Which
        to be so Registered                   Each Class is to be Registered

Warrants to Purchase Class A common stock,
par value $.01 per share,                     New York Stock Exchange, Inc.
of Continental Airlines, Inc.                  

Warrants to Purchase Class B common stock,
par value $.01 per share,                     New York Stock Exchange, Inc.
of Continental Airlines, Inc.                   

Securities to be registered pursuant to Section 12(g) of the Act:

                               None
_______________________________________________________________________________
                         (Title of class)



Item 1.  Description of Registrant's Securities to be Registered.

         The warrants to purchase Class A common stock, par value
$.01 per share, (the "Class A Warrants") of Continental Airlines,
Inc. (the "Company") and the warrants to purchase Class B common
stock, par value $.01 per share, (the "Class B Warrants," and
together with the Class A Warrants, the "Warrants") of the
Company were issued pursuant to a Warrant Agreement, dated April
27, 1993, between the Company and Continental Airlines, Inc., as
warrant agent. The particular terms of the Warrants are described
in the Prospectus included in the Registration Statement on Form
S-3 (the "Registration Statement") of the Company (File No.
333-09739) filed with the Securities and Exchange Commission, and
such descriptions are incorporated by reference herein.

Item 2.  Exhibits.

      2.1    Warrant Agreement dated April 27, 1993 between Continental
             Airlines, Inc., as issuer, and Continental Airlines,
             Inc., as warrant agent (incorporated by reference to 
             Exhibit 4.7 to the Company's Current Report on 8-K 
             (File No. 0-09781) dated as of April 16, 1993)

      2.2    Form of Class A Warrant (included in Exhibit 2.1)

      2.3    Form of Class B Warrant (included in Exhibit 2.1)








                             SIGNATURE


         Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


                             CONTINENTAL AIRLINES, INC.



                             By:  /s/ Jeffery A. Smisek
                                -------------------------
                                  Senior Vice President



Date:  August 8, 1996