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):

January 2, 2002

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 January 2, 2002, Continental Airlines, Inc. issued a press release announcing December and 2001 traffic results. The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

1. Exhibits

1. Press Release

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/ Chris Kenny                           

Chris Kenny

Staff Vice President and

Controller

January 2, 2002

EXHIBIT INDEX

1. Press Release

EXHIBIT 99.1

Contact: Corporate Communications

Houston: 713.324.5080

Email: corpcomm@coair.com

HOUSTON, Jan. 2, 2002 - Continental Airlines (NYSE: CAL) today reported a 72.4 percent load factor for 2001, 2.1 points below last year's load factor. For December 2001, Continental reported record domestic, international and systemwide December load factors of 72.5, 73.0 and 72.7, respectively. The systemwide December load factor is 1.3 points above the previous record reported for December 2000.

Continental reported a record 82.9 percent on-time arrival rate and a record 99.8 percent completion factor for the month of December. For 2001, Continental's on-time arrival rate, which counts cancelled flights as delayed, was 80.7 percent and its completion factor was 97.6 percent. Excluding cancellations due to the events of Sept. 11 and subsequent schedule reduction, the on-time arrival rate was 82.2 percent and the completion factor was 99.2 percent.

Continental ended 2001 with cash and short-term investments of more than $1.1 billion, which includes $168 million of deferred transportation taxes.

In December 2001, Continental flew 4.5 billion revenue passenger miles (RPMs) systemwide and 6.2 billion available seat miles (ASMs), resulting in a traffic decrease of 10.6 percent and a capacity decrease of 12.3 percent versus December 2000. Domestic traffic was 2.9 billion RPMs, down 10.3 percent from December 2000, and domestic capacity was 4.0 billion ASMs, down 11.3 percent from last year.

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DECEMBER AND 2001 PERFORMANCE/PAGE 2

Lower year-over-year yields mitigated somewhat by higher load factors resulted in a decrease in estimated systemwide passenger revenue per available seat mile (RASM) of between 14 and 16 percent for December 2001, as compared to December 2000. For the month of November 2001, RASM declined 17 percent as compared to November 2000.

Continental Express, a wholly owned subsidiary of Continental Airlines, reported a load factor of 62.3 percent for 2001 and a record 61.8 percent for December 2001. The 2001 load factor is essentially unchanged from the 2000 load factor, and the December 2001 load factor is 0.4 points above the previous record in December 2000. Continental Express flew 280.5 million RPMs and 454.0 million ASMs in December, resulting in a traffic increase of 11.3 percent and a capacity increase of 10.7 percent versus December 2000.

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

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DECEMBER AND 2001 PERFORMANCE/PAGE 3

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NOVEMBER 2001 PERFORMANCE/PAGE 4

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DECEMBER AND 2001 PERFORMANCE/PAGE 5

* Department of Transportation Arrivals within 14 minutes

** System Mileage Completion Percentage

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