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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. 2)*
Continental Airlines Inc.
(Name of Issuer)
Class B
(Title of Class of Securities)
210795308
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*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
1,399,857
6) SHARED VOTING POWER
3,235,000
7) SOLE DISPOSITIVE POWER
0
8) SHARED DISPOSITIVE POWER
4,638,257
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,638,257
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10,000
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.64
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 Inc.
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:
4,638,257
(b) Percent of Class:
9.64
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: 1,399,857
(II) Shared Power to vote or to direct the
vote: 3,235,000
(III) Sole Power to dispose or to direct the disposition
of: 0
(IV) Shared Power to dispose or to direct the disposition
of: 4,638,257
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 10,000 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 and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose 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 10, 1999
By:
C. Carl Randolph
Principal/General Counsel
Name/Title