Item 5. Other Events.

On September 2, 2003, we issued a press release announcing our August performance and our estimated consolidated breakeven load factor for September. On September 3, 2003, we provided a letter to investors and analysts presenting information relating to our financial and operational outlook for the remainder of 2003. The press release and letter 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
2. Letter to Investors and Analysts

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, Sept. 2, 2003 - Continental Airlines (NYSE: CAL) today reported a record August systemwide mainline load factor of 82.2 percent for August 2003, 3.1 points above last year's August load factor. In addition, the airline had a record August domestic mainline load factor of 82.2 percent, 3.6 points above August 2002, and an international mainline load factor of 82.3 percent, 2.5 points above August 2002.

During the month, Continental recorded a U.S. Department of Transportation on-time arrival rate of 79.8 percent and a systemwide completion factor of 99.7 percent for its mainline operations. Continental maintained strong reliability during the blackout, canceling only 30 flights for a 97.5 percent completion factor on Thursday, Aug. 14, and canceling only 15 flights for a 98.9 percent completion factor on Friday, Aug. 15.

"These operational results are outstanding by any standard, but our employees deserve special recognition for this performance in light of the massive power outages experienced in the northeastern United States and southeastern Canada last month," said President and COO Larry Kellner. "Our employees responded decisively to the power outages to keep Continental flying during the disruption and minimize the impact for our customers," said Kellner.

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Systemwide August 2003 mainline passenger revenue per available seat mile

(RASM) is estimated to have increased between 4 and 5 percent compared to August 2002. For July 2003, systemwide mainline passenger RASM increased 4.8 percent as compared to July 2002.

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. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. For examples of such risks and uncertainties, please see the risk factors set forth in the company's 2002 10-K and its other securities filings, which identify important matters such as terrorist attacks, domestic and international economic conditions, the significant cost of aircraft fuel, labor costs, competition, regulatory matters and industry conditions, including the demand for air travel, the airline pricing environment and industry capacity decisions. The company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this press releas e.

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EXHIBIT 99.2

September 3, 2003

Dear Investors and Analysts:

Attached are updated current expectations for several operating and financial statistics for third quarter and full year 2003 (Attachment A). Please note that we have added consolidated cost per available seat mile ("CASM") to our list of forward-looking financial statistics. In addition, going forward we will report the interest paid on our 6% Convertible Preferred securities (Term Income Deferrable Equity Securities) as Interest Expense rather than Preferred Dividends of Trust due to an accounting rule change (FIN 46). We have adjusted our guidance for Net Interest Expense accordingly.

As we enter the fall, we remain cautious about the outlook for the industry. We have seen some recovery in demand, and the industry fall fare sales thus far have been less aggressive than in prior years. However, despite these improvements, excess industry capacity relative to seasonal demand and the growth of low-cost carriers are keeping downward pressure on yields. While we anticipate some year-over-year ("yoy") revenue per available seat mile ("RASM") improvement, we still expect that it will be another challenging fall and winter season.

Domestic advanced bookings for September continue to be strong and we expect load factors for the month to be up about 3 points over last year. The October domestic bookings trend indicates load factors yoy will be up about 2 points. Trans-Atlantic and Latin bookings also continue to show some strength. September/October load factors for Trans-Atlantic are expected to be up 1-2 points yoy with Latin load factors up 3-4 points yoy. Micronesia is still suffering from continued regional economic weakness and the destruction of typhoon Pongsona that hit early this year. Pacific bookings through the rest of the month indicate we should see some load factor improvements yoy in September and October.

Also of note, ExpressJet recently issued $137.2 million of convertible debt. ExpressJet used the net proceeds to purchase 9.8 million shares of its stock from Continental thereby reducing Continental's ownership of ExpressJet from 53.1% to 44.6% (includes $12.2 million over-allotment). Continental has contributed approximately $127 million of the proceeds from this transaction to its employee pension plan. Year-to-date we have contributed approximately $169 million to the pension plan, more than satisfying our minimum cash contribution due this year.

Under Financial Accounting Standards Board ("FASB") Interpretation 46, "Consolidation of Variable Interest Entities" ("FIN 46"), if an entity is determined to be a "variable interest entity", the entity must be consolidated by the "primary beneficiary". We are continuing to evaluate the impact of FIN 46. After our preliminary review, we believe that ExpressJet meets the definition of a variable interest entity and that Continental remains the primary beneficiary despite our ownership interest falling below 50%. As a result, ExpressJet will remain consolidated in Continental's financial statements with the percentage ownership change reflected in Minority Interest on the balance sheet and income statement.

For other information regarding Continental Airlines, please visit our website at continental.com. If you have any questions regarding this information, please do not hesitate to contact us.

Sincerely,

Sarah Zaozirny

This letter contains forward-looking statements that are not limited to historical facts, but reflect our current beliefs, expectations or intentions regarding future events. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. For examples of such risks and uncertainties, please see the risk factors set forth in our 2002 10-K and our other securities filings, which identify important matters such as terrorist attacks, domestic and international economic conditions, the significant cost of aircraft fuel, labor costs, competition and industry conditions including the demand for air travel, airline pricing environment and industry capacity decisions, regulatory matters and the seasonal nature of the airline business. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the dat e of this letter.

Exhibit 99.2
Attachment A

*Assumes 53.1% ownership in July, 45.1% ownership in August and 44.6% ownership in September.

Permanent tax differences are primarily related to non-deductible per diems, meals and entertainment.

EPS Estimated Share Count
Share count estimates for calculating basic and diluted earnings per share at different income levels are as follows:

1. Special items include a $65 million charge during the first quarter of 2003 and a security fee reimbursement ($173 million related to mainline operations and an additional $3 million related to regional operations) and a $14 million charge associated with the deferral of aircraft deliveries in the second quarter 2003.
2. Cost per available seat mile holding fuel rate constant is computed by dividing operating cost by available seat miles, adjusting average fuel price per gallon for the most recent period to equal the average fuel price per gallon for the corresponding period in the prior year. This statistic provides management and investors the ability to measure and monitor Continental's cost performance absent fuel price volatility. Both the cost and availability of fuel are subject to many economic and political factors and therefore are beyond our control.