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)   "SBC Warburg Inc." is added to the table of Selling Holders
     on page 39 with a Principal Amount of Registered Notes as of
     October 1, 1996 of $1,000,000.  S.G. Warburg & Co., Inc.
     (which merged with SBC Capital Markets Inc. on June 4, 1996
     to form SBC Warburg Inc.) has in the past provided to
     Continental Airlines, Inc. and/or its affiliates investment
     banking and/or advisory services for which it has received
     customary fees, and may in the future provide such services.

2)   "Salomon Brothers Equity Arbitrage Finance Limited I" is
     added to the table of Selling Holders on page 39 with a
     Principal Amount of Registered Notes as of October 2, 1996
     of $2,000,000.  Salomon Brothers Inc (an affiliate of
     Salomon Brothers Equity Arbitrage Finance Limited I) has in
     the past provided to Continental Airlines, Inc. and/or its
     affiliates investment banking and/or advisory services for
     which it has received customary fees, and may in the future
     provide such services.

3)   "Smith Barney & Co." is added to the table of Selling
     Holders on page 39 with a Principal Amount of Registered
     Notes held as of October 2, 1996 of $125,000.  Smith Barney
     & Co. has in the past provided to Continental Airlines, Inc.
     and/or its affiliates investment banking and/or advisory
     services for which it has received customary fees, and may
     in the future provide such services.

4)   "Elliott Associates, L.P." is added to the table of Selling
     Holders on page 39 with a Principal Amount of Registered
     Notes held as of September 26, 1996 of $1,340,000.

5)   "Westgate International, L.P." is added to the table of
     Selling Holders on page 39 with a Principal Amount of
     Registered Notes held as of September 26, 1996 of $660,000.

6)   Footnote (14) on page 40 is amended in its entirety to read: 
     "As of Septebmer 6, 1996, Delta Airlines Master Trust
     beneficially owned $3,690,000 in aggregate principal amount
     of Registered Notes."

7)   An additional footnote with respect to OCM Convertible Trust
     is added on page 40 stating:  "As of September 6, 1996, OCM
     Convertible Trust beneficially owned $5,665,000 in aggregate
     principal amount of Registered Notes."

8)   "Lehman Brothers, Inc." and its Principal Amount of
     Registered Notes of $132,300 is deleted in its entirely from
     the table of Selling Holders on page 39.  "Lehman Brothers,
     Inc." is deleted from the second sentence of the second
     paragraph appearing under the heading "Selling Holders" on
     page 38.


   The date of this Prospectus Supplement is October 7, 1996.