SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 17, 2001

CONTINENTAL AIRLINES, INC.

(Exact name of registrant as specified in its charter)

(713) 324-2950

(Registrant's telephone number, including area code)

Item 7. Financial Statements and Exhibits.

1. Exhibits

Item 9. Regulation FD Disclosure.

The Company is furnishing herewith a letter being provided to certain investors and financial analysts which contains explanations of certain data included in the Company's first quarter results filed yesterday with the Securities and Exchange Commission ("SEC"), data regarding aircraft financing, updated guidelines regarding certain operating and financial statistics for the second quarter and full year 2001 and the Company's fleet plan. The letter is attached as Exhibit 99.1 which is included herein.

The information presented contains forward looking statements, and certain assumptions upon which such forward looking statements are in part based. Numerous important factors, including those factors identified as Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the SEC, which factors are incorporated herein by reference, and the fact that the assumptions contained in such information could prove incorrect, could cause actual results to differ materially from those contained in such forward looking statements.

SIGNATURE

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.

CONTINENTAL AIRLINES, INC.

By /s/ Jeffery A. Smisek                    

    Jeffery A. Smisek

Executive Vice President

and General Counsel

April 17, 2001

EXHIBIT INDEX

99.1 Letter to investors and analysts.

April 16, 2001

Dear Investors and Analysts:

Continental has reported its 24^th consecutive profitable quarter. For the first quarter of 2001 Continental reported pre-tax earnings of $19 million and net income of $9 million. This resulted in diluted earnings per share of $0.16. Attachment A shows Continental's EPS calculation for the quarter.

As you might notice in our first quarter financial statements, changes in the time value component of our fuel hedging instruments (FAS 133 adjustments) are included in non-operating expense instead of fuel expense. This amounted to $6 million for first quarter 2001 and $9 million for first quarter 2000. The prior years' financial statements have been changed to conform to the current year presentation. We have also broken out two expense line items, "Reservations and Sales" and "Passenger Servicing", from "Other Operating Expenses" to better conform to industry standard reporting procedures. Attachment B reflects the new expense lines and corresponding amounts. In addition, improved financial systems now allow us to fully allocate operating expenses between Continental Express and Continental Mainline more accurately. During the quarter we made adjustments to the amounts credited to Continental Express for various services. These adjustments are only between Continental Mainline and Continental Express and do not affect our consolidated operating performance. However, several jet operating statistics have been adjusted accordingly. Please see Attachment B for revised 2000 statistics.

We have financing in place for all but six aircraft to be delivered through March 2002. Part of this financing consists of $709 million of pass-through certificates we priced on April 4^th at an average interest rate of 6.7%. These proceeds will be used to finance the debt portion of the acquisition cost of 21 new Boeing aircraft.

Updated guidance for several operating and financial statistics for second quarter and full year 2001 can be found on Attachment C.

At the end of the first quarter, Continental had 375 jet aircraft (excluding regional jets) in service, a net increase of 4 aircraft since December 31, 2000. During the quarter we took delivery of one 767-400ER and three 767-200ER aircraft. Our current fleet plan is

Page 2

outlined on Attachment D. The top chart is our current Fleet Plan showing deliveries resulting from both firm commitments and planned option exercises through 2002. The bottom chart shows only firm commitments reduced by planned retirements as well as other potential lease expirations through 2005.

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,

Diane Dayhoff
Staff VP Finance