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):

December 3, 2001

CONTINENTAL AIRLINES, INC.

(Exact name of registrant as specified in its charter)

(713) 324-2950

(Registrant's telephone number, including area code)

Item 5. Other Events.

On December 3, 2001, Continental Airlines, Inc. issued two press releases, one announcing November traffic results and the other announcing the closing of the Company's previously announced public offering of common stock. The press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

1. Exhibits

1. Press Release -- Traffic
2. Press Release -- Offering

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/ Jennifer L. Vogel                    

Jennifer L. Vogel

Vice President and

General Counsel

December 3, 2001

EXHIBIT INDEX

1. Press Release -- Traffic
2. Press Release -- Offering

EXHIBIT 99.1

Contact: Corporate Communications

Houston: 713.324.5080

Email: corpcomm@coair.com

HOUSTON, Dec. 3, 2001 - Continental Airlines (NYSE: CAL) today reported a 73.8 percent domestic and 66.8 percent international load factor for a systemwide load factor of 71.4 percent in November 2001. The systemwide load factor is 1.2 points below the 72.6 percent load factor reported for November 2000.

Continental's on-time arrival rate was 85.9 percent and its completion factor was 99.5 percent for November 2001.

In November 2001, Continental flew 4.2 billion revenue passenger miles (RPMs) systemwide and 5.9 billion available seat miles (ASMs), resulting in a traffic decrease of 16.7 percent and a capacity decrease of 15.2 percent versus November 2000. Domestic traffic was 2.8 billion RPMs, down 12.9 percent from November 2000, and domestic capacity was 3.8 billion ASMs, down 12.8 percent from last year.

During the Thanksgiving holiday, Nov. 21-26, the carrier reported a load factor of 77.5 percent, which is essentially unchanged from last year's load factor during this period. On Sunday, Nov. 25, Continental reported a 91.1 percent domestic load factor, 1.4 points higher than the same Sunday last year.

Lower year-over-year yields and moderately lower load factors resulted in a decrease in estimated systemwide passenger revenue per available seat mile (RASM) of between 17 and 19 percent for November 2001, as compared to November 2000. For the month of October 2001, RASM declined 23 percent as compared to October 2000.

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NOVEMBER 2001 PERFORMANCE/PAGE 2

Continental Express, a wholly owned subsidiary of Continental Airlines, reported a load factor of 63.5 percent for November 2001, 1.2 points above last year. Continental Express flew 281.0 million RPMs and 442.3 million ASMs in November, resulting in a traffic increase of 6.3 percent and a capacity increase of 4.1 percent versus November 2000.

Bookings for Christmas travel remain strong and load factors are anticipated to be similar to last year.

The following table summarizes Continental's year-over-year load factor difference for the complete weeks of November 2001 on a same day-of-week basis.

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NOVEMBER 2001 PERFORMANCE/PAGE 3

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NOVEMBER 2001 PERFORMANCE/PAGE 4

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NOVEMBER 2001 PERFORMANCE/PAGE 5

* Department of Transportation Arrivals within 14 minutes

** System Mileage Completion percentage

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Contact: Corporate Communications

Houston: 713.324.5080

Email: corpcomm@coair.com

News archive: continental.com/news Address: P.O. Box 4607, Houston, TX 77210-4607

HOUSTON, Dec. 3, 2001 - Continental Airlines, Inc. (NYSE: CAL), today announced that it completed its previously announced common stock offering under its shelf registration.

The company sold 7,751,000 shares of Class B common stock, which includes the underwriter's full exercise of its overallotment option, at a price of $22.50 per share. Net proceeds to the company totaled approximately $172.1 million and will be used for general corporate purposes.

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") acted as sole underwriter for the offering. Copies of the prospectus supplement and prospectus relating to the offering may be obtained from Merrill Lynch, 4 World Financial Center, North Tower, New York, NY 10281-1200. These documents have also been filed with the Securities and Exchange Commission and are available at the SEC's Web site at http://www.sec.gov.

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STOCK OFFERING/Page Two

Continental Airlines is the fifth largest airline in the U.S., offering more than 1,900 departures daily to 124 domestic and 84 international destinations. Operating hubs in Newark, 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.

The shares will be issued pursuant to a shelf registration statement that was previously filed. This press release shall not constitute an offer to sell or a solicitation of an offer to buy shares of Continental common stock. An offering of shares of Continental common stock will be made only by means of a prospectus. The prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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