As filed with the Securities and Exchange Commission 
                        on June 27, 1996.
                                             Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                         ______________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                         ______________
                   CONTINENTAL AIRLINES, INC.
     (Exact name of Registrant as specified in its charter)

          Delaware                              74-2099724
  (State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)           Identification No.)

                       2929 Allen Parkway
                      Houston, Texas  77019
            (Address of principal executive offices)
                           (Zip Code)
                         ______________
                   CONTINENTAL AIRLINES, INC.
                      1994 INCENTIVE EQUITY
                              PLAN
                    (Full title of the plan)
                         ______________
                        Jeffery A. Smisek
                    Senior Vice President and
                         General Counsel
                   Continental Airlines, Inc.
                 2929 Allen Parkway, Suite 2010
                      Houston, Texas  77019
             (Name and address of agent for service)

                         (713) 834-2950
  (Telephone number, including area code, of agent for service)
                         ______________

                 CALCULATION OF REGISTRATION FEE

                             Proposed     Proposed
Title of                     maximum      maximum
Securities      Amount       offering     aggregate   Amount of
to be           to be        price per    offering    registration
registered      registered   share (1)    price (1)      fee

Class B Common  1,500,000    $59.625     $89,437,500    $30,841
Stock, par 
value $.01
per share

(1)  Estimated solely for the purpose of calculating the
registration fee which, pursuant to Rule 457(c), is based on the
average of the high and low prices of the Class B Common Stock
reported on the New York Stock Exchange on June 21, 1996.

     Pursuant to General Instruction E to Form S-8, the undersigned
Registrant hereby incorporates herein by this reference the
contents of Registration Statements Nos. 33-81324 and 33-60009
relating to the Registrant's 1994 Incentive Equity Plan; provided
that:

     (i)   Item 5 thereof, "Interest of Named Experts and Counsel",
is hereby replaced in its entirety by the following paragraph:

           "Certain legal matters with respect to the Class B
     common stock offered hereby are being passed upon by Jeffery
     A. Smisek, Senior Vice President and General Counsel of the
     Registrant.

     (ii)  Item 6 thereof, "Indemnification of Directors and
Officers", is hereby replaced in its entirety with the following:

           "The Company's Certificate of Incorporation and bylaws
     provide that the Company will indemnify each of its directors
     and officers to the full extent permitted by the laws of the
     State of Delaware and may indemnify certain other persons as
     authorized by the Delaware General Corporation Law (the
     "GCL").  Section 145 of the GCL provides as follows:

                "(a)  A corporation may indemnify any person who
           was or is a party or is threatened to be made a party to
           any threatened, pending or completed action, suit or
           proceeding, whether civil, criminal, administrative or
           investigative (other than an action by or in the right
           of the corporation) by reason of the fact that he is or
           was a director, officer, employee or agent of the
           corporation, or is or was serving at the request of the
           corporation as a director, officer, employee or agent of
           another corporation, partnership, joint venture, trust
           or other enterprise, against expenses (including
           attorneys' fees), judgments, fines and amounts paid in
           settlement actually and reasonably incurred by him in
           connection with such action, suit or proceeding if he
           acted  in good faith and in a manner he reasonably
           believed to be in or not opposed to the best interests
           of the corporation, and, with respect to any criminal
           action or proceeding, had no reasonable cause to believe
           his conduct was unlawful. The termination of any action,
           suit or proceeding by judgment, order, settlement,
           conviction, or upon a plea of nolo contendere or its
           equivalent, shall not, of itself, create a presumption
           that the person did not act in good faith and in a
           manner which he reasonably believed to be in or not
           opposed to the best interests of the corporation, and,
           with respect to any criminal action or proceeding, had
           reasonable cause to believe that his conduct was
           unlawful.

                (b)  A corporation may indemnify any person who was
           or is a party or is threatened to be made a party to any
           threatened, pending or completed action or suit by or in
           the right of the corporation to procure a judgment in
           its favor by reason of the fact that he is or was a
           director, officer, employee or agent of the corporation,
           or is or was serving at the request of the corporation
           as a director, officer, employee or agent of another
           corporation, partnership, joint venture, trust or other
           enterprise against expenses (including attorneys' fees)
           actually and reasonably incurred by him in connection
           with the defense or settlement of such action or suit if
           he acted in good faith and in a manner he reasonably
           believed to be in or not opposed to the best interests
           of the corporation and except that no indemnification
           shall be made in respect of any claim, issue or matter
           as to which such person shall have been adjudged to be
           liable to the corporation unless and only to the extent
           that the Court of Chancery or the court in which such
           action or suit was brought shall determine upon
           application that, despite the adjudication of liability
           but in view of all the circumstances of the case, such
           person is fairly and reasonably entitled to indemnity
           for such expenses which the Court of Chancery or such
           other court shall deem proper.

                (c)  To the extent that a director, officer,
           employee or agent of a corporation has been successful
           on the merits or otherwise in defense of any action,
           suit or proceeding referred to in subsections (a) and
           (b) of this section, or in defense of any claim, issue
           or matter therein, he shall be indemnified against
           expenses (including attorneys' fees) actually and
           reasonably incurred by him in connection therewith.

                (d)  Any indemnification under subsections (a) and
           (b) of this section (unless ordered by a court) shall be
           made by the corporation only as authorized in the
           specific case upon a determination that indemnification
           of the director, officer, employee or agent is proper in
           the circumstances because he has met the applicable
           standard of conduct set forth in subsections (a) and
           (b). Such determination shall be made (1) by a majority
           vote of the board of directors who are not parties to
           such action, suit or proceeding, even though less than
           a quorum, or (2) if there are no such directors, or if
           such directors so direct, by independent legal counsel
           in a written opinion, or (3) by the stockholders.

                (e)  Expenses (including attorneys' fees) incurred
           by an officer or director in defending any civil,
           criminal, administrative, or investigative action, suit
           or proceeding may be paid by the corporation in advance
           of the final disposition of such action, suit or
           proceeding upon receipt of an undertaking by or on
           behalf of such director or officer to repay such amount
           if it shall ultimately be determined that he is not
           entitled to be indemnified by the corporation as
           authorized in this section. Such expenses (including
           attorneys' fees) incurred by other employees and agents
           may be so paid upon such terms and conditions, if any,
           as the board of directors deems appropriate.  

                (f)  The indemnification and advancement of
           expenses provided by, or granted pursuant to, the other
           subsections of this section shall not be deemed
           exclusive of any other rights to which those seeking
           indemnification or advancement of expenses may be
           entitled under any bylaw, agreement, vote of
           stockholders or disinterested directors or otherwise,
           both as to action in his official capacity and as to
           action in another capacity while holding such office.

                (g)  A corporation shall have power to purchase and
           maintain insurance on behalf of any person who is or was
           a director, officer, employee or agent of the
           corporation, or is or was serving at the request of the
           corporation as a director, officer, employee or agent of
           another corporation, partnership, joint venture, trust
           or other enterprise against any liability asserted
           against him and incurred by him in any such capacity, or
           arising out of his status as such, whether or not the
           corporation would have the power to indemnify him
           against such liability under this section.  

                (h)  For purposes of this section, references to
           "the corporation" shall include, in addition to the
           resulting corporation, any constituent corporation
           (including any constituent of a constituent) absorbed in
           a consolidation or merger which, if its separate
           existence had continued, would have had power and
           authority to indemnify its directors, officers, and
           employees or agents, so that any person who is or was a
           director, officer, employee or agent for such
           constituent corporation, or is or was serving at the
           request of such constituent corporation as a director,
           officer, employee or agent of another corporation,
           partnership, joint venture, trust or other enterprise,
           shall stand in the same position under this section with
           respect to the resulting or surviving corporation as he
           would have with respect to such constituent corporation
           if its separate existence had continued. 

                (i)  For purposes of this section, references to
           "other enterprises" shall include employee benefit
           plans; references to "fines" shall include any excise
           taxes assessed on a person with respect to an employee
           benefit plan; and references to "serving at the request
           of the corporation" shall include any service as a
           director, officer, employee or agent of the corporation
           which imposes duties on, or involves services by, such
           director, officer, employee, or agent with respect to an
           employee benefit plan, its participants, or
           beneficiaries; and a person who acted in good faith and
           in a manner he reasonably believed to be in the interest
           of the participants and beneficiaries of an employee
           benefit plan shall be deemed to have acted in a manner
           "not opposed to the best interests of the corporation"
           as referred to in this section.  
           
                j)  The indemnification and advancement of expenses
           provided by, or granted pursuant to, this section shall,
           unless otherwise provided when authorized or ratified,
           continue as to a person who has ceased to be a director,
           officer, employee or agent and shall inure to the
           benefit of the heirs, executors and administrators of
           such a person.

                (k)  The Court of Chancery is hereby vested with
           exclusive jurisdiction to hear and determine all actions
           for advancement of expenses or indemnification brought
           under this section or under any bylaw, agreement, vote
           of stockholders or disinterested directors, or
           otherwise.  The Court of Chancery may summarily
           determine a corporation's obligation to advance expenses
           (including attorneys' fees)."

           The Certificate of Incorporation and bylaws also limit
     the personal liability of directors to the Company and its
     stockholders for monetary damages resulting from certain
     breaches of the directors' fiduciary duties.  The bylaws of
     the Company provide as follows:

                "No Director of the Corporation shall be personally
           liable to the Corporation or its stockholders for
           monetary damages for breach of fiduciary duty as a
           Director, except for liability (i) for any breach of the
           Director's duty of loyalty to the corporation or its
           stockholders, (ii) for acts or omissions not in good
           faith or which involve intentional misconduct or a
           knowing violation of law, (iii) under Section 174 of the
           . . . GCL, or (iv) for any transaction from which the
           Director derived any improper personal benefit. If the
           GCL is amended to authorize corporate action further
           eliminating or limiting the personal liability of
           Directors, then the liability of Directors of the
           Corporation shall be eliminated or limited to the full
           extent permitted by the GCL, as so amended."  

           The Company maintains directors' and officers' liability
     insurance.

           Insofar as the indemnification for liabilities arising
     under the Securities Act may be permitted to directors,
     officers and controlling persons of the Registrant pursuant to
     the foregoing provisions, or otherwise, the Registrant has
     been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public
     policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification
     against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer
     or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in
     the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it
     is against public policy as expressed in the Securities Act
     and will be governed by the final adjudication of such issue.

                           SIGNATURES


     Pursuant to the requirements of the Securities Act of 1934,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on June 26, 1996.

                             CONTINENTAL AIRLINES, INC.



                             by:  /s/ JEFFERY A. SMISEK        
                                       Jeffery A. Smisek
                                       Senior Vice President
                                        and General Counsel


                        POWER OF ATTORNEY


     Each of the undersigned directors and officers of Continental
Airlines, Inc. does hereby constitute and appoint Jeffery A.
Smisek, Scott R. Peterson, Sarah E. Hagy, or any of them, as the
undersigned's true and lawful attorneys-in-fact and agents to do
any and all acts and things in the undersigned's name and behalf in
the undersigned's capacities as director and/or officer, and to
execute any and all instruments for the undersigned and in the
undersigned's name in the capacities indicated below which such
person or persons may deem necessary or advisable to enable
Continental Airlines, Inc. to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission in connection with this
Registration Statement, including specifically, but not limited to,
power and authority to sign for the undersigned in the capacities
indicated below any and all amendments (including post-effective
amendments) hereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacity and on the dates indicated.

     Signature                      Title                 Date

/s/ GORDON M. BETHUNE          President, Chief       June 26, 1996
     Gordon M. Bethune         Executive Officer
                               (Principal Executive
                               Officer and Director)


/s/ LAWRENCE W. KELLNER        Senior Vice President  June 26, 1996
     Lawrence W. Kellner       and Chief Financial
                               Officer (Principal
                               Financial Officer)


/s/ MICHAEL P. BONDS           Vice President and     June 26, 1996
     Michael P. Bonds          Controller (Principal
                               Accounting Officer)


/s/ DAVID BONDERMAN            Director               June 26, 1996
     David Bonderman


                               Director
     Thomas J. Barrack, Jr.


/s/ GREGORY D. BRENNEMAN       Chief Operating        June 26, 1996
     Gregory D. Brenneman      Officer and Director


/s/ PATRICK FOLEY              Director               June 26, 1996
     Patrick Foley


                               Director
     Douglas H. McCorkindale


/s/ GEORGE G.C. PARKER         Director               June 26, 1996
     George G.C. Parker


/s/ RICHARD W. POGUE           Director               June 26, 1996
     Richard W. Pogue


/s/ WILLIAM S. PRICE           Director               June 26, 1996
     William S. Price


/s/ DONALD L. STURM            Director               June 26, 1996
     Donald L. Sturm


/s/ KAREN HASTIE WILLIAMS      Director               June 26, 1996
     Karen Hastie Williams


/s/ CHARLES A. YAMARONE        Director               June 26, 1996
     Charles A. Yamarone

<PAGE>
                         EXHIBIT INDEX


Exhibit No.                      Description

   4.1(a)          Amended and Restated Certificate of
                   Incorporation of the Company.

   4.1(b)          Certificate of Designations of Series A 12%
                   Cumulative Preferred Stock (incorporated by
                   reference to Exhibit 4.3 to the Company's
                   Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1995).

   4.2             By-Laws of the Company.

   4.3(a)          Continental Airlines, Inc. 1994 Incentive
                   Equity Plan (incorporated by reference to
                   Exhibit 4.3 to the Company's Form S-8
                   Registration Statement (No. 33-81324)).

   4.3(b)          First Amendment to Continental Airlines, Inc.
                   1994 Incentive Equity Plan (incorporated by
                   reference to Exhibit 10.1 to the Company's
                   Quarterly Report on Form 10-Q for the quarter
                   ended September 30, 1995).

   4.3(c)          Second Amendment to Continental Airlines, Inc.
                   1994 Incentive Equity Plan.

   5               Opinion of Senior Vice President and General
                   Counsel.

   23.1            Consent of Ernst & Young LLP.

   23.2            Consent of Senior Vice President and General
                   Counsel (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21138}]
{"company-data": {"conformed-name": "CONTINENTAL AIRLINES INC /DE/", "cik": "0000319687", "assigned-sic": "4512", "irs-number": "742099724", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06993", "film-number": "96587029"}, "business-address": {"street1": "2929 ALLEN PKWY STE 1513", "city": "HOUSTON", "state": "TX", "zip": "77019", "phone": "7138345000"}, "former-company": {"former-conformed-name": "PEOPLE EXPRESS AIRLINES INC", "date-changed": "19890726"}}
As filed with the Securities and Exchange Commission 
                        on June 27, 1996.
                                             Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                         ______________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                         ______________
                   CONTINENTAL AIRLINES, INC.
     (Exact name of Registrant as specified in its charter)

          Delaware                              74-2099724
  (State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)           Identification No.)

                       2929 Allen Parkway
                      Houston, Texas  77019
            (Address of principal executive offices)
                           (Zip Code)
                         ______________
                   CONTINENTAL AIRLINES, INC.
                      1994 INCENTIVE EQUITY
                              PLAN
                    (Full title of the plan)
                         ______________
                        Jeffery A. Smisek
                    Senior Vice President and
                         General Counsel
                   Continental Airlines, Inc.
                 2929 Allen Parkway, Suite 2010
                      Houston, Texas  77019
             (Name and address of agent for service)

                         (713) 834-2950
  (Telephone number, including area code, of agent for service)
                         ______________

                 CALCULATION OF REGISTRATION FEE

                             Proposed     Proposed
Title of                     maximum      maximum
Securities      Amount       offering     aggregate   Amount of
to be           to be        price per    offering    registration
registered      registered   share (1)    price (1)      fee

Class B Common  1,500,000    $59.625     $89,437,500    $30,841
Stock, par 
value $.01
per share

(1)  Estimated solely for the purpose of calculating the
registration fee which, pursuant to Rule 457(c), is based on the
average of the high and low prices of the Class B Common Stock
reported on the New York Stock Exchange on June 21, 1996.

     Pursuant to General Instruction E to Form S-8, the undersigned
Registrant hereby incorporates herein by this reference the
contents of Registration Statements Nos. 33-81324 and 33-60009
relating to the Registrant's 1994 Incentive Equity Plan; provided
that:

     (i)   Item 5 thereof, "Interest of Named Experts and Counsel",
is hereby replaced in its entirety by the following paragraph:

           "Certain legal matters with respect to the Class B
     common stock offered hereby are being passed upon by Jeffery
     A. Smisek, Senior Vice President and General Counsel of the
     Registrant.

     (ii)  Item 6 thereof, "Indemnification of Directors and
Officers", is hereby replaced in its entirety with the following:

           "The Company's Certificate of Incorporation and bylaws
     provide that the Company will indemnify each of its directors
     and officers to the full extent permitted by the laws of the
     State of Delaware and may indemnify certain other persons as
     authorized by the Delaware General Corporation Law (the
     "GCL").  Section 145 of the GCL provides as follows:

                "(a)  A corporation may indemnify any person who
           was or is a party or is threatened to be made a party to
           any threatened, pending or completed action, suit or
           proceeding, whether civil, criminal, administrative or
           investigative (other than an action by or in the right
           of the corporation) by reason of the fact that he is or
           was a director, officer, employee or agent of the
           corporation, or is or was serving at the request of the
           corporation as a director, officer, employee or agent of
           another corporation, partnership, joint venture, trust
           or other enterprise, against expenses (including
           attorneys' fees), judgments, fines and amounts paid in
           settlement actually and reasonably incurred by him in
           connection with such action, suit or proceeding if he
           acted  in good faith and in a manner he reasonably
           believed to be in or not opposed to the best interests
           of the corporation, and, with respect to any criminal
           action or proceeding, had no reasonable cause to believe
           his conduct was unlawful. The termination of any action,
           suit or proceeding by judgment, order, settlement,
           conviction, or upon a plea of nolo contendere or its
           equivalent, shall not, of itself, create a presumption
           that the person did not act in good faith and in a
           manner which he reasonably believed to be in or not
           opposed to the best interests of the corporation, and,
           with respect to any criminal action or proceeding, had
           reasonable cause to believe that his conduct was
           unlawful.

                (b)  A corporation may indemnify any person who was
           or is a party or is threatened to be made a party to any
           threatened, pending or completed action or suit by or in
           the right of the corporation to procure a judgment in
           its favor by reason of the fact that he is or was a
           director, officer, employee or agent of the corporation,
           or is or was serving at the request of the corporation
           as a director, officer, employee or agent of another
           corporation, partnership, joint venture, trust or other
           enterprise against expenses (including attorneys' fees)
           actually and reasonably incurred by him in connection
           with the defense or settlement of such action or suit if
           he acted in good faith and in a manner he reasonably
           believed to be in or not opposed to the best interests
           of the corporation and except that no indemnification
           shall be made in respect of any claim, issue or matter
           as to which such person shall have been adjudged to be
           liable to the corporation unless and only to the extent
           that the Court of Chancery or the court in which such
           action or suit was brought shall determine upon
           application that, despite the adjudication of liability
           but in view of all the circumstances of the case, such
           person is fairly and reasonably entitled to indemnity
           for such expenses which the Court of Chancery or such
           other court shall deem proper.

                (c)  To the extent that a director, officer,
           employee or agent of a corporation has been successful
           on the merits or otherwise in defense of any action,
           suit or proceeding referred to in subsections (a) and
           (b) of this section, or in defense of any claim, issue
           or matter therein, he shall be indemnified against
           expenses (including attorneys' fees) actually and
           reasonably incurred by him in connection therewith.

                (d)  Any indemnification under subsections (a) and
           (b) of this section (unless ordered by a court) shall be
           made by the corporation only as authorized in the
           specific case upon a determination that indemnification
           of the director, officer, employee or agent is proper in
           the circumstances because he has met the applicable
           standard of conduct set forth in subsections (a) and
           (b). Such determination shall be made (1) by a majority
           vote of the board of directors who are not parties to
           such action, suit or proceeding, even though less than
           a quorum, or (2) if there are no such directors, or if
           such directors so direct, by independent legal counsel
           in a written opinion, or (3) by the stockholders.

                (e)  Expenses (including attorneys' fees) incurred
           by an officer or director in defending any civil,
           criminal, administrative, or investigative action, suit
           or proceeding may be paid by the corporation in advance
           of the final disposition of such action, suit or
           proceeding upon receipt of an undertaking by or on
           behalf of such director or officer to repay such amount
           if it shall ultimately be determined that he is not
           entitled to be indemnified by the corporation as
           authorized in this section. Such expenses (including
           attorneys' fees) incurred by other employees and agents
           may be so paid upon such terms and conditions, if any,
           as the board of directors deems appropriate.  

                (f)  The indemnification and advancement of
           expenses provided by, or granted pursuant to, the other
           subsections of this section shall not be deemed
           exclusive of any other rights to which those seeking
           indemnification or advancement of expenses may be
           entitled under any bylaw, agreement, vote of
           stockholders or disinterested directors or otherwise,
           both as to action in his official capacity and as to
           action in another capacity while holding such office.

                (g)  A corporation shall have power to purchase and
           maintain insurance on behalf of any person who is or was
           a director, officer, employee or agent of the
           corporation, or is or was serving at the request of the
           corporation as a director, officer, employee or agent of
           another corporation, partnership, joint venture, trust
           or other enterprise against any liability asserted
           against him and incurred by him in any such capacity, or
           arising out of his status as such, whether or not the
           corporation would have the power to indemnify him
           against such liability under this section.  

                (h)  For purposes of this section, references to
           "the corporation" shall include, in addition to the
           resulting corporation, any constituent corporation
           (including any constituent of a constituent) absorbed in
           a consolidation or merger which, if its separate
           existence had continued, would have had power and
           authority to indemnify its directors, officers, and
           employees or agents, so that any person who is or was a
           director, officer, employee or agent for such
           constituent corporation, or is or was serving at the
           request of such constituent corporation as a director,
           officer, employee or agent of another corporation,
           partnership, joint venture, trust or other enterprise,
           shall stand in the same position under this section with
           respect to the resulting or surviving corporation as he
           would have with respect to such constituent corporation
           if its separate existence had continued. 

                (i)  For purposes of this section, references to
           "other enterprises" shall include employee benefit
           plans; references to "fines" shall include any excise
           taxes assessed on a person with respect to an employee
           benefit plan; and references to "serving at the request
           of the corporation" shall include any service as a
           director, officer, employee or agent of the corporation
           which imposes duties on, or involves services by, such
           director, officer, employee, or agent with respect to an
           employee benefit plan, its participants, or
           beneficiaries; and a person who acted in good faith and
           in a manner he reasonably believed to be in the interest
           of the participants and beneficiaries of an employee
           benefit plan shall be deemed to have acted in a manner
           "not opposed to the best interests of the corporation"
           as referred to in this section.  
           
                j)  The indemnification and advancement of expenses
           provided by, or granted pursuant to, this section shall,
           unless otherwise provided when authorized or ratified,
           continue as to a person who has ceased to be a director,
           officer, employee or agent and shall inure to the
           benefit of the heirs, executors and administrators of
           such a person.

                (k)  The Court of Chancery is hereby vested with
           exclusive jurisdiction to hear and determine all actions
           for advancement of expenses or indemnification brought
           under this section or under any bylaw, agreement, vote
           of stockholders or disinterested directors, or
           otherwise.  The Court of Chancery may summarily
           determine a corporation's obligation to advance expenses
           (including attorneys' fees)."

           The Certificate of Incorporation and bylaws also limit
     the personal liability of directors to the Company and its
     stockholders for monetary damages resulting from certain
     breaches of the directors' fiduciary duties.  The bylaws of
     the Company provide as follows:

                "No Director of the Corporation shall be personally
           liable to the Corporation or its stockholders for
           monetary damages for breach of fiduciary duty as a
           Director, except for liability (i) for any breach of the
           Director's duty of loyalty to the corporation or its
           stockholders, (ii) for acts or omissions not in good
           faith or which involve intentional misconduct or a
           knowing violation of law, (iii) under Section 174 of the
           . . . GCL, or (iv) for any transaction from which the
           Director derived any improper personal benefit. If the
           GCL is amended to authorize corporate action further
           eliminating or limiting the personal liability of
           Directors, then the liability of Directors of the
           Corporation shall be eliminated or limited to the full
           extent permitted by the GCL, as so amended."  

           The Company maintains directors' and officers' liability
     insurance.

           Insofar as the indemnification for liabilities arising
     under the Securities Act may be permitted to directors,
     officers and controlling persons of the Registrant pursuant to
     the foregoing provisions, or otherwise, the Registrant has
     been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public
     policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification
     against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer
     or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in
     the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it
     is against public policy as expressed in the Securities Act
     and will be governed by the final adjudication of such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1934,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on June 26, 1996.

                             CONTINENTAL AIRLINES, INC.

                             by:  /s/ JEFFERY A. SMISEK        
                                       Jeffery A. Smisek
                                       Senior Vice President
                                        and General Counsel

                        POWER OF ATTORNEY

     Each of the undersigned directors and officers of Continental
Airlines, Inc. does hereby constitute and appoint Jeffery A.
Smisek, Scott R. Peterson, Sarah E. Hagy, or any of them, as the
undersigned's true and lawful attorneys-in-fact and agents to do
any and all acts and things in the undersigned's name and behalf in
the undersigned's capacities as director and/or officer, and to
execute any and all instruments for the undersigned and in the
undersigned's name in the capacities indicated below which such
person or persons may deem necessary or advisable to enable
Continental Airlines, Inc. to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission in connection with this
Registration Statement, including specifically, but not limited to,
power and authority to sign for the undersigned in the capacities
indicated below any and all amendments (including post-effective
amendments) hereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacity and on the dates indicated.

     Signature                      Title                 Date

/s/ GORDON M. BETHUNE          President, Chief       June 26, 1996
     Gordon M. Bethune         Executive Officer
                               (Principal Executive
                               Officer and Director)

/s/ LAWRENCE W. KELLNER        Senior Vice President  June 26, 1996
     Lawrence W. Kellner       and Chief Financial
                               Officer (Principal
                               Financial Officer)

/s/ MICHAEL P. BONDS           Vice President and     June 26, 1996
     Michael P. Bonds          Controller (Principal
                               Accounting Officer)

/s/ DAVID BONDERMAN            Director               June 26, 1996
     David Bonderman

                               Director
     Thomas J. Barrack, Jr.

/s/ GREGORY D. BRENNEMAN       Chief Operating        June 26, 1996
     Gregory D. Brenneman      Officer and Director

/s/ PATRICK FOLEY              Director               June 26, 1996
     Patrick Foley

                               Director
     Douglas H. McCorkindale

/s/ GEORGE G.C. PARKER         Director               June 26, 1996
     George G.C. Parker

/s/ RICHARD W. POGUE           Director               June 26, 1996
     Richard W. Pogue

/s/ WILLIAM S. PRICE           Director               June 26, 1996
     William S. Price

/s/ DONALD L. STURM            Director               June 26, 1996
     Donald L. Sturm

/s/ KAREN HASTIE WILLIAMS      Director               June 26, 1996
     Karen Hastie Williams

/s/ CHARLES A. YAMARONE        Director               June 26, 1996
     Charles A. Yamarone
EXHIBIT INDEX

Exhibit No.                      Description

   4.1(a)          Amended and Restated Certificate of
                   Incorporation of the Company.

   4.1(b)          Certificate of Designations of Series A 12%
                   Cumulative Preferred Stock (incorporated by
                   reference to Exhibit 4.3 to the Company's
                   Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1995).

   4.2             By-Laws of the Company.

   4.3(a)          Continental Airlines, Inc. 1994 Incentive
                   Equity Plan (incorporated by reference to
                   Exhibit 4.3 to the Company's Form S-8
                   Registration Statement (No. 33-81324)).

   4.3(b)          First Amendment to Continental Airlines, Inc.
                   1994 Incentive Equity Plan (incorporated by
                   reference to Exhibit 10.1 to the Company's
                   Quarterly Report on Form 10-Q for the quarter
                   ended September 30, 1995).

   4.3(c)          Second Amendment to Continental Airlines, Inc.
                   1994 Incentive Equity Plan.

   5               Opinion of Senior Vice President and General
                   Counsel.

   23.1            Consent of Ernst & Young LLP.

   23.2            Consent of Senior Vice President and General
                   Counsel (included in Exhibit 5).