Item 5. Other Events.

On July 16, 2002, we issued a press release announcing our financial results for the second quarter and first six months of the year as well as our operational performance for the second quarter. We also provided a letter to analysts and other parties presenting information relating to our financial and operational outlook for 2002. The press release and letter are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, Continental Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT 99.1

Contact: Corporate Communications

Houston: 713.324.5080

Email: corpcomm@coair.com

HOUSTON, July 16, 2002 - Continental Airlines (NYSE: CAL) today reported a second quarter net loss of $35 million ($0.55 diluted loss per share) excluding a previously announced fleet charge and write down of its government grant receivable, which compares favorably to the First Call estimate of $0.76 loss per share. Including those items, Continental reported a net loss of $139 million ($2.18 diluted loss per share). Although April and May were unprofitable, the company recorded a modest net income of $16 million for the month of June, excluding those items.

Second quarter passenger revenue was $2.1 billion, down 14.8 percent from the same period last year, due to traffic and capacity declines and widespread industry fare discounting. Continental achieved a record mainline jet load factor of 75.3 percent in the second quarter of 2002 on substantially reduced capacity. While the airline's second quarter mainline jet capacity was down 9.8 percent compared with the same period in the prior year, Continental achieved a 1.5 point premium to the industry average load factor by closely managing capacity and utilizing the right-size aircraft to meet market demand. Industry fare discounting drove Continental's consolidated breakeven load factor up to 76.9 percent, an increase of 5.7 points over the second quarter of last year.

Mainline jet revenue per available seat mile (RASM) remained weak, yet Continental continued to enjoy domestic length-of-haul adjusted yield and RASM premiums to the industry. Comparisons of passenger revenue, RASM and available seat miles (ASMs) by geographic region for the company's mainline jet operations are shown below:

Domestic (19.6)% (9.0)% (11.7)%

Latin America (11.0)% (7.9)% (3.4)%

Transatlantic (8.3)% (2.9)% (5.6)%

Pacific (12.6)% 1.2% (13.6)%

Total Mainline Jet Operations (16.4)% (7.4)% (9.8)%

"Thanks to our strong operation, we continue to retain a revenue premium to the industry despite a weak fare environment," said Larry Kellner, president of Continental Airlines. "As would be expected, bookings look good in this heavily discounted fare environment, unfortunately we do not expect to see improvement in near-term yields."

During the quarter, Continental continued to excel at the fundamentals of its business, with a record on-time arrival rate of 85.2 percent and a completion factor of 99.8 percent, completing 29 days without a single flight cancellation.

Continental Airlines and KLM Royal Dutch Airlines extended their cooperative marketing agreement and expanded codesharing on select flights operated by KLM to destinations in Europe, the Middle East and Africa that connect with Continental's recently-launched non-stop flights between Houston and Amsterdam.

In addition, the company operated its first transatlantic flight with newly-designed sleeper seats in the BusinessFirst cabin. Continental has installed new seats on eight Boeing 777s that serve transatlantic and transpacific routes, and expects to complete installation on the rest of its Boeing 777 fleet by the end of October.

Continental teamed with eBay to announce a new, co-branded site (continental.ebaytravel.com) that allows OnePass members to bid on sporting events, VIP performing arts experiences and Continental Airlines Vacations using frequent flier miles. In addition, the airline's award winning frequent flyer program, OnePass, was named the best Elite Level Program of any U.S. airline at InsideFlyer's Annual Freddie Awards Competition.

Despite reduced capacity and significantly increased security and insurance costs, Continental's mainline jet cost per available seat mile (CASM) declined 3.1 percent (0.7 percent lower holding fuel rate constant) in the second quarter over the same period last year.

As previously reported, the company recorded a fleet charge of $96 million ($152 million before taxes) in the second quarter, primarily in connection with the impairment and accrual of lease exit costs of its MD-80 and turboprop aircraft. In addition, the company recorded a charge of $8 million ($12 million before taxes) to write down its receivable from the U.S. government related to the finalization of its grant application under the Air Transportation Safety and System Stabilization Act.

Continental ended the quarter with approximately $1.3 billion in cash and

short-term investments.

During the second quarter, Continental received net proceeds of $447 million from ExpressJet's initial public offering. This sale of shares was accounted for as a capital transaction, resulting in a $291 million increase in additional paid-in capital and a $175 million increase in tax liabilities. The company contributed $150 million of the proceeds to its pension plan. Following the initial public offering, Continental owns 53 percent of ExpressJet.

"We're pleased with our overall cost performance for the quarter," said Jeff Misner, Continental's senior vice president and chief financial officer. "However, we need to more aggressively review every aspect of our operation to ensure our cost structure reflects what our customers are willing to pay for."

During the second quarter, the Company took delivery of one Boeing 777-200, one Boeing 737-900 and four Boeing 767-400 extended range aircraft, the last aircraft deliveries scheduled for 2002. ExpressJet took delivery of 13 Embraer aircraft during the quarter.

Continental Airlines is the fifth largest airline in the U.S., offering more than 2,100 departures daily to 122 domestic and 90 international destinations. Operating hubs in New York, Houston, Cleveland and Guam, Continental serves more international cities than any other U.S. carrier, including extensive service throughout the Americas, Europe and Asia. For more information, visit continental.com.

Continental Airlines will conduct a regular quarterly telephone briefing today to discuss these results and the company's financial and operating outlook with the financial community at 9:30 a.m. CDT/10:30 a.m. EDT. To listen to a live broadcast of this briefing via the World Wide Web, go to continental.com/corporate.

This press release contains forward-looking statements that are not limited to historical facts, but reflect the Company's current beliefs, expectations or intentions regarding future events. In connection therewith, please see the risk factors set forth in the Company's 2001 10-K and its other securities filings, which identify important matters such as the Company's high leverage and significant financing needs, terrorist attacks, the Company's historical operating results, the significant cost of aircraft fuel, labor costs, certain tax matters, the Japanese economy and currency risk, competition and industry conditions, regulatory matters and the seasonal nature of the airline business, that could cause actual results to differ materially from those in the forward-looking statements.

-tables attached-

(Unaudited)

1. The Company recorded fleet disposition/impairment losses of $152 million during the second quarter of 2002 primarily related to the impairment and accrual of lease exit costs of its MD-80 and turboprop fleet.
2. The Company recorded a $12 million charge to write down its receivable from the U.S. government related to the finalization of its grant application under the Air Transportation Safety and System Stabilization Act.

1. The Company recorded fleet disposition/impairment losses of $83 million during the first quarter of 2002 for the permanent grounding of its DC10-30 fleet and $152 million during the second quarter of 2002 primarily related to the impairment and accrual of lease exit costs of its MD-80 and turboprop fleet.
2. The Company recorded a $12 million charge to write down its receivable from the U.S. government related to the finalization of its grant application under the Air Transportation Safety and System Stabilization Act.

1. Includes aircraft operated by ExpressJet.
2. 2002 excludes fleet disposition/impairment losses of $152 million and a $12 million charge to write down the company's receivable from the U.S. government related to the finalization of the company's grant application under the Air Transportation Safety and System Stabilization Act.
3. The percentage of seats that must be occupied by revenue passengers in order for us to breakeven on a net income basis, excluding nonrecurring charges and other special items.

1. Includes aircraft operated by ExpressJet.
2. 2002 excludes fleet disposition/impairment losses of $235 million and a $12 million charge to write down the company's receivable from the U.S. government related to the finalization of the company's grant application under the Air Transportation Safety and System Stabilization Act.
3. The percentage of seats that must be occupied by revenue passengers in order for us to breakeven on a net income basis, excluding nonrecurring charges and other special items.

###

EXHIBIT 99.2

July 16, 2002

Dear Investors and Analysts:

Today Continental reported a second quarter net loss of $35 million ($0.55 diluted loss per share) excluding the previously announced fleet charge and write down of the government grant receivable.

Continental ended the second quarter with approximately $1.3 billion in cash and short-term investments. We anticipate that we will also end third quarter 2002 with a cash balance of approximately $1.3 billion.

We are forecasting capacity to be down approximately 4% year-over-year for the third quarter and up approximately 8% year-over-year for the fourth quarter resulting in a full year capacity decrease of approximately 5%. As a reminder, the last half of 2002 capacity comparisons are skewed due to large capacity reductions in the base year 2001. Updated guidance for several operating and financial statistics for third quarter and full year 2002 can be found on Attachment A.

In connection with the ExpressJet initial public offering, Continental received net proceeds of $447 million. This transaction resulted in a $291 million increase in additional paid-in capital and a $175 million increase in tax liabilities. The company contributed $150 million of the proceeds to its pension plan.

Continental ended the quarter with 374 jet aircraft (excluding regional jets) in service. Please see Attachment B for our updated Fleet Plan for 2002 and 2003.

Additional information regarding Continental (recent press releases and investor presentations) can always be found on our website at www.continental.com/corporate. If you should have any questions regarding this information, please do not hesitate to contact us.

Sincerely,

This letter contains forward-looking statements that are not limited to historical facts, but reflect our current beliefs, expectations or intentions regarding future events. In connection therewith, please see the risk factors set forth in our 2001 10-K and our other securities filings, which identify important matters such as terrorist attacks and the resulting regulatory developments and costs, our recent operating losses and special charges, our high leverage and significant financing needs, our historical operating results, the significant cost of aircraft fuel, labor costs, certain tax matters, the Japanese economy and currency risk, competition and industry conditions, regulatory matters and the seasonal nature of the airline business, that could cause actual results to differ materially from those in the forward-looking statements.

Attachment A

These share count charts are based upon several assumptions including market stock price and number of shares outstanding. The number of shares used in the actual EPS calculation will likely be different from those set forth above.