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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Continental Airlines Inc.
(Name of Issuer)
Class B
(Title of Class of Securities)
210795308
(CUSIP Number)
Check the following box if a fee is being paid with this statement .
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item l; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.)(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 210795308 13G Page 2 of 5 Pages
1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neuberger & Berman, LLC
13-5521910
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /X/
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER
2,237,785
6) SHARED VOTING POWER
3,692,900
7) SOLE DISPOSITIVE POWER
0
8) SHARED DISPOSITIVE POWER
5,968,785
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,968,785
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
4,300
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.87
12) TYPE OF REPORTING PERSON*
BD/IA
CUSIP No. 210795308 13G Page 3 of 5 Pages
Item 1. (a) Name of Issuer:
Continental Airlines Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
2929 Allen Pkwy, Ste 2010, Houston, TX 77019
Item 2. (a) Name of Person Filing:
Neuberger & Berman, LLC
Neuberger & Berman Management Incorporated
Item 2 (b) Address of Principal Business Office:
605 Third Ave., New York, NY, 10158-3698
Item 2 (c) Citizenship:
USA
Item 2 (d) Title of Class of Securities:
Class B
Item 2 (e) CUSIP Number:
210795308
Item 3. (a) /X/ Broker or Dealer registered under Section 15 of the Act
Item 3 (b) /X/ Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
Item 3 (c) /X/ Investment Company registered under Section 8 of the
Investment Company Act.
Item 4. Ownership:
(a) Amount Beneficially Owned:
5,968,785
(b) Percent of Class:
11.87
CUSIP No. 210795308 13G Page 4 of 5 Pages
(c) Number of Shares as to which such person has:
(I) Sole Power to vote or to direct the
vote: 2,237,785
(ii) Shared Power to vote or to direct the
vote: 3,692,900
(iii) Sole Power to dispose or to direct the disposition
of: 0
(iv) Shared Power to dispose or to direct the disposition
of: 5,968,785
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another:
Neuberger & Berman, LLC is deemed to be a beneficial owner for purpose of
Rule 13(d) since it has shared power to make decisions whether to retain or
dispose of, and in some cases the sole power to vote, the securities of
many unrelated clients. Neuberger & Berman, LLC does not, however have any
economic interest in the securities of those clients. The clients are the
actual owners of the securities and have the sole right to receive and the
power to direct the receipt of dividends from or proceeds from the sale of
such securities.
Principal(s) of Neuberger & Berman, LLC own 4,300 shares. Principal(s)
own these shares in their own personal securities accounts. Neuberger &
Berman LLC disclaims beneficial ownership of these shares since; these
shares were purchased with each principal(s)' personal funds and each
principal has exclusive dispositive and voting power over the shares held
in their respective accounts.
With regard to the shares set forth under Item 4.(c)(II), Neuberger &
Berman, LLC and Neuberger & Berman Management Inc. are deemed to be
beneficial owners for purposes of Rule 13(d) since they both have shared
power to make decisions whether to retain or dispose and vote the
securities. Neuberger & Berman, LLC and Neuberger & Berman Management Inc.
serve as sub-adviser and investment manager, respectively, of Neuberger &
Berman's various Mutual Funds which hold such shares in the ordinary
course of their business and not with the purpose nor with the effect of
changing or influencing the control of the issuer.
No other Neuberger & Berman, LLC advisory client has an interest of more
than 5% of the issuer.
It should be further noted that the share calculation under item 4.(c)(IV)
is derived from a total combination of the shares set forth under Item
4.(c)(I and II). The remaining balance of shares, if any, are for
individual client accounts over which Neuberger & Berman, LLC has shared
power to dispose but not vote shares.
CUSIP No. 210795308 13G Page 5 of 5 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: February 11, 1998
By:
C. Carl Randolph
Principal/General Counsel
Name/Title