As filed with the Securities and Exchange Commission 
                       on March 12, 1997.
                                            Registration No. 333-

               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.
                    1997 STOCK INCENTIVE PLAN
                    (Full title of the plan)
                         ______________
                        Jeffery A. Smisek
                  Executive 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  2,000,000    $29.875     $59,750,000    $18,107
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 March 10, 1997.

                             Part II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission (File No. 0-9781) are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, (ii) the description of Class B common stock
contained in the Company's registration statement (Registration No.
0-21542) on Form 8-A, and any amendment or report filed for the
purpose of updating such description and (iii) the Company's
Current Report on Form 8-K dated January 6, 1997.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such
documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain legal matters with respect to the Class B common stock
offered hereby are being passed upon by Jeffery A. Smisek,
Executive Vice President and General Counsel of the Company.  Mr.
Smisek, as an employee of the Company, is eligible to receive
grants under the Continental Airlines, Inc. 1997 Stock Incentive
Plan.

Item 6.  Indemnification of Directors and Officers.

     The Company's Restated Certificate of Incorporation (the
"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) of this section. Such determination
     shall be made (1) by a majority vote of the 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 of 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 of 1933, as amended (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.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index which immediately
precedes the exhibits filed with this registration statement.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

               (i)    To include any prospectus required by Section
          10(a)(3) of the Securities Act;

               (ii)   To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in the registration statement;

               (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change to such information in the registration statement;

               Provided, however, that paragraphs (i) and (ii) do
          not apply if the information required to be included in
          a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the Registrant
          pursuant to Section 13 or Section 15(d) of the Exchange
          Act that are incorporated by reference in the
          registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

          (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

          (4)  That, for purposes of determining any liability
     under the Securities Act, each filing of the Registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the
     registration statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

     See the final paragraph under the heading "Item 6. 
Indemnification of Directors and Officers" for the undertaking
pursuant to Item 512(h) of Regulation S-K.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
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 March 10, 1997. 
 
                              CONTINENTAL AIRLINES, INC.
 

                              By: /s/ Jeffery A. Smisek 
                                 Jeffery A. Smisek
                                 Executive Vice President
                                   and General Counsel

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on March 10, 1997. 

        Signature                     Title

GORDON M. BETHUNE*            Chief Executive Officer
Gordon M. Bethune               (Principal Executive Officer)
                                and Director

LAWRENCE W. KELLNER*          Executive Vice President and Chief
Lawrence W. Kellner             Financial Officer (Principal
                                Financial Officer)

MICHAEL P. BONDS*             Vice President and Controller
Michael P. Bonds                (Principal Accounting Officer)


THOMAS J. BARRACK, JR.*       Director
Thomas J. Barrack, Jr.


LLOYD M. BENTSEN, JR.*        Director
Lloyd M. Bentsen, Jr.


DAVID BONDERMAN*              Director
David Bonderman


GREGORY D. BRENNEMAN*         Director
Gregory D. Brenneman          


PATRICK FOLEY*                Director
Patrick Foley


DOUGLAS H. McCORKINDALE*      Director
Douglas H. McCorkindale


GEORGE G.C. PARKER*           Director
George G.C. Parker


RICHARD W. POGUE*             Director
Richard W. Pogue


WILLIAM S. PRICE III*         Director
William S. Price III


DONALD L. STURM*              Director
Donald L. Sturm


KAREN HASTIE WILLIAMS*        Director
Karen Hastie Williams


CHARLES A. YAMARONE*          Director
Charles A. Yamarone


*By /s/ Sarah E. Hagy      
   Sarah E. Hagy
   Attorney in-Fact
   March 10, 1997


                          EXHIBIT INDEX


Exhibit No.    Description

               
4.1(a)         Amended and Restated Certificate of Incorporation
               of the Company (incorporated by reference to
               Exhibit 4.1(a) to the Company's Form S-8
               Registration Statement (No. 333-06993)).

4.1(b)         Certificate of Designations of Series A 12%
               Cumulative Preferred Stock (incorporated by
               reference to Exhibit 1.2 to the Company's Form 8-A
               Registration Statement, as amended to date).

4.2            By-Laws of the Company (incorporated by reference
               to Exhibit 3.1 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended September 30,
               1996).

4.3            Continental Airlines, Inc. 1997 Stock Incentive
               Plan.

5              Opinion of Executive Vice President and General
               Counsel.

23.1           Consent of Ernst & Young LLP.

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

24             Powers of Attorney (Gordon M. Bethune, Lawrence W.
               Kellner, Michael P. Bonds, Thomas J. Barrack, Jr.,
               Lloyd M. Bentsen, Jr., David Bonderman, Gregory D.
               Brenneman, Patrick Foley, Douglas H. McCorkindale,
               George G.C. Parker, Richard W. Pogue, William S.
               Price III, Donald L. Sturm, Karen Hastie Williams,
               Charles A. Yamarone).

                                                      EXHIBIT 4.3

                   CONTINENTAL AIRLINES, INC.
                    1997 STOCK INCENTIVE PLAN


                           I.  PURPOSE

     The purpose of the Continental Airlines, Inc. 1997 Stock
Incentive Plan is to provide a means through which Continental
Airlines, Inc. and its subsidiaries may attract able persons to
serve as directors, or to enter the employ of the Company (as
defined below) or its subsidiaries, and to provide a means whereby
those individuals upon whom the responsibilities of the successful
administration and management of the Company and its subsidiaries
rest, and whose present and potential contributions to the welfare
of the Company and its subsidiaries are of importance, can acquire
and maintain stock ownership, thereby strengthening their concern
for the welfare of the Company and its subsidiaries.  A further
purpose of the Plan is to provide such individuals with additional
incentive and reward opportunities designed to enhance the
profitable growth of the Company and its subsidiaries. 
Accordingly, the Plan provides that the Company may grant to
certain employees or directors shares of Restricted Stock, or the
option to purchase shares of Common Stock, as hereinafter set
forth.  Options granted under the Plan may be either Incentive
Stock Options or options that do not constitute Incentive Stock
Options.

                        II.  DEFINITIONS

     The following definitions (including any plural thereof) shall
be applicable throughout the Plan unless specifically modified by
any Section:

     (a)  "Administrator" means (i) in the context of Awards made
to, or the administration (or interpretation of any provision) of
the Plan as it relates to, any person who is subject to Section 16
of the Exchange Act (including any successor section to the same or
similar effect, "Section 16"), the Committee, or (ii) in the
context of Awards made to, or the administration (or interpretation
of any provision) of the Plan as it relates to, any person who is
not subject to Section 16, the Chief Executive Officer of the
Company (if the Chief Executive Officer is a Director of the
Company).

     (b)  "Award" means an Option or grant of Restricted Stock.

     (c)  "Board" means the Board of Directors of the Company.

     (d)  "Code" means the Internal Revenue Code of 1986, as
amended.  Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such
section and any regulations promulgated under such section.

     (e)  "Committee" means a committee of the Board comprised
solely of two or more outside Directors (within the meaning of the
term "outside directors" as used in section 162(m) of the Code and
applicable interpretive authority thereunder and within the meaning
of "Non-Employee Director" as defined in Rule 16b-3).  Such
committee shall be the Human Resources Committee of the Board
unless and until the Board designates another committee of the
Board to serve as Administrator as described in the Plan.

     (f)  "Common Stock" means the Class B common stock, $.01 par
value, of the Company, or any security into which such Common Stock
may be changed by reason of any transaction or event of the type
described in Section IX(b).

     (g)  "Company" shall mean Continental Airlines, Inc., a
Delaware corporation, or any successor thereto.

     (h)  "Director" means an individual elected to the Board by
the stockholders of the Company or by the Board under applicable
corporate law who is serving on the Board on the date the Plan is
adopted by the Board or is elected to the Board after such date.

     (i)  "Disability" means any complete and permanent disability
as defined in section 22(e)(3) of the Code.

     (j)  "employee" means any person (which may include a
Director) in an employment relationship with the Company or any
parent or subsidiary corporation (as defined in section 424 of the
Code).

     (k)  "Exchange Act" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

     (l)  "Incentive Stock Option" means an incentive stock option
within the meaning of section 422 of the Code.

     (m)  " Market Value per Share" means, as of any specified
date, the closing sale price of the Common Stock on that date (or,
if there are no sales on that date, the last preceding date on
which there was a sale) in the principal securities market in which
the Common Stock is then traded.  If the Common Stock is not
publicly traded at the time a determination of "Market Value per
Share" is required to be made hereunder, the determination of such
amount shall be made by the Administrator in such manner as it
deems appropriate.

     (n)  "Option" means an option to purchase Common Stock granted
under Section VII of the Plan and includes both Incentive Stock
Options to purchase Common Stock and Options that do not constitute
Incentive Stock Options to purchase Common Stock.

     (o)  "Option Agreement" means a written agreement between the
Company and an Optionee with respect to, and evidencing the grant
of,  an Option.

     (p)  "Optionee" means an employee or Director who has been
granted an Option.

     (q)  "Plan" means the Continental Airlines, Inc. 1997 Stock
Incentive Plan, as amended from time to time.

     (r)  "Restricted Stock" means shares of Common Stock granted
pursuant to Section VIII of the Plan as to which neither the
substantial risk of forfeiture nor the restriction on transfers
referred to therein has expired.

     (s)  "Restricted Stock Agreement" means a written agreement
between the Company and a recipient of Restricted Stock with
respect to, and evidencing the grant of, Restricted Stock.

     (t)  "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as
such rule may be amended from time to time, and any successor rule,
regulation or statute fulfilling the same or similar function.

     (u)  "subsidiary" means any entity (other than the Company)
with respect to which the Company, directly or indirectly through
one or more other entities, owns equity interests possessing 50
percent or more of the total combined voting power of all equity
interests of such entity (excluding voting power that arises only
upon the occurrence of one or more specified events).

          III.  EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall become effective upon the date of its adoption
by the Board; provided, that the Plan is approved by the
stockholders of the Company within twelve months thereafter. 
Notwithstanding any provision of the Plan or of any Option
Agreement or Restricted Stock Agreement, no Option shall be
exercisable, and no shares of Restricted Stock shall vest, prior to
such stockholder approval.  No further Options or Restricted Stock
may be granted under the Plan after ten years from the date the
Plan is adopted by the Board.  The Plan shall remain in effect
until all Options granted under the Plan have been satisfied or
expired, and all shares of Restricted Stock granted under the Plan
have vested or been forfeited.

                       IV.  ADMINISTRATION

     (a)  Administrator. The Plan shall be administered by the
Administrator, so that Awards made to, and the administration (or
interpretation of any provision) of the Plan as it relates to, any
person who is subject to Section 16, shall be made or effected by
the Committee, and Awards made to, and the administration (or
interpretation of any provision) of the Plan as it relates to, any
person who is not subject to Section 16, shall be made or effected
by the Chief Executive Officer of the Company (if the Chief
Executive Officer is a Director of the Company).

     (b)  Powers.  Subject to the express provisions of the Plan,
the Administrator shall have authority, in its discretion, to
determine which employees or Directors shall receive an Award, the
time or times when such Award shall be granted, whether an
Incentive Stock Option or nonqualified Option shall be granted, and
the number of shares to be subject to each Award.  In making such
determinations, the Administrator shall take into account the
nature of the services rendered by the respective employees or
Directors, their present and potential contribution to the
Company's success and such other factors as the Administrator in
its discretion shall deem relevant.  Subject to the express
provisions of the Plan, the Administrator shall also have the power
to construe the Plan and the respective agreements executed
hereunder, to prescribe rules and regulations relating to the Plan,
and to determine the terms, restrictions and provisions of the
Option Agreements and the Restricted Stock Agreements, including
such terms, restrictions and provisions as shall be requisite in
the judgment of the Administrator to cause designated Options to
qualify as Incentive Stock Options, and to make all other
determinations necessary or advisable for administering the Plan. 
The Administrator may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any agreement
relating to an Award in the manner and to the extent it shall deem
expedient to carry it into effect.  The determination of the
Administrator on the matters referred to in this Section IV shall
be conclusive; provided, however, that in the event of any conflict
in any such determination as between the Committee and the Chief
Executive Officer of the Company, each acting in capacity as
Administrator of the Plan, the determination of the Committee shall
be conclusive.

       V.  SHARES SUBJECT TO THE PLAN; GRANT OF OPTIONS; 
                    GRANT OF RESTRICTED STOCK

     (a)  Shares Subject to the Plan.  Subject to adjustment as
provided in Section IX(b), the aggregate number of shares of Common
Stock that may be issued under the Plan shall not exceed 2,000,000
shares.  Shares shall be deemed to have been issued under the Plan
only to the extent actually issued and delivered pursuant to an
Option or a grant of Restricted Stock.  To the extent that an
Option or a grant of Restricted Stock lapses or the rights of the
recipient with respect thereto terminate, any shares of Common
Stock then subject to such Option or grant of Restricted Stock
shall again be available for grant under the Plan.  Notwithstanding
any provision in the Plan to the contrary, the maximum number of
shares of Common Stock that (i) may be subject to Options granted
to any one individual during any calendar year may not exceed
200,000 shares, and (ii) may be granted as Restricted Stock may not
exceed 100,000 shares (in each case subject to adjustment as
provided in Section IX(b)).  The limitation set forth in clause (i)
of  the preceding sentence shall be applied in a manner which will
permit compensation generated in connection with Options awarded
under the Plan by the Committee to constitute "performance based"
compensation for purposes of section 162(m) of the Code, including,
without limitation, counting against such maximum number of shares,
to the extent required under section 162(m) of the Code and
applicable interpretive authority thereunder, any shares subject to
Options that are canceled or repriced.

     (b)  Grant of Options.  The Administrator may from time to
time grant Options to one or more employees or Directors determined
by it to be eligible for participation in the Plan in accordance
with the terms of this Plan.

     (c)  Grant of Restricted Stock.  The Administrator may from
time to time grant Restricted Stock to one or more employees or
Directors determined by it to be eligible for participation in the
Plan in accordance with the terms of this Plan.

     (d)  Stock Offered.  Subject to the limitations set forth in
Section V(a) above, the stock to be offered pursuant to an Award
may be authorized but unissued Common Stock or Common Stock
previously issued and outstanding and reacquired by the Company. 
Any of such shares which remain unissued and which are not subject
to outstanding Awards at the termination of the Plan shall cease to
be subject to the Plan but, until termination of the Plan, the
Company shall at all times make available a sufficient number of
shares to meet the requirements of the Plan.

                        VI.  ELIGIBILITY

     Awards may be granted only to persons who, at the time of
grant, are employees or Directors.  An Award may be granted on more
than one occasion to the same person and, subject to the
limitations set forth in the Plan, Awards consisting of Options may
include an Incentive Stock Option or an Option that is not an
Incentive Stock Option or any combination thereof, and Awards may
consist of any combination of Options and Restricted Stock.

                       VII.  STOCK OPTIONS

     (a)  Option Period.  The term of each Option shall be as
specified by the Administrator at the date of grant.

     (b)  Limitations on Exercise of Option.  An Option shall be
exercisable in whole or in such installments and at such times as
determined by the Administrator at the date of grant.

     (c)  Special Limitations on Incentive Stock Options.  An
Incentive Stock Option may be granted only to an individual who is
an employee at the time the Option is granted.  To the extent that
the aggregate Market Value per Share (determined at the time the
respective Incentive Stock Option is granted) of Common Stock with
respect to which Incentive Stock Options granted after 1986 are
exercisable for the first time by an individual during any calendar
year under all incentive stock option plans of the Company and its
parent and subsidiary corporations exceeds $100,000, such Incentive
Stock Options shall be treated as Options which do not constitute
Incentive Stock Options.  The Administrator shall determine, in
accordance with applicable provisions of the Code, Treasury
Regulations and other administrative pronouncements, which of an
Optionee's Incentive Stock Options will not constitute Incentive
Stock Options because of such limitation and shall notify the
Optionee of such determination as soon as practicable after such
determination.  No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual
owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of its parent or
subsidiary corporation, within the meaning of section 422(b)(6) of
the Code, unless (i) at the time such Option is granted the option
price is at least 110% of the Market Value per Share of the Common
Stock subject to the Option and (ii) such Option by its terms is
not exercisable after the expiration of five years from the date of
grant.  An Incentive Stock Option shall not be transferable
otherwise than by will or the laws of descent and distribution, and
shall be exercisable during the Optionee's lifetime only by such
Optionee or the Optionee's guardian or legal representative.

     (d)  Option Agreement.  Each Option shall be evidenced by an
Option Agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Administrator
from time to time shall approve, including, without limitation,
provisions to qualify an Incentive Stock Option under section 422
of the Code.  Each Option Agreement shall specify the effect of
termination of (i) employment, or (ii) membership on the Board, as
applicable, on the exercisability of the Option.  An Option
Agreement may provide for the payment of the option price, in whole
or in part, by delivery of a number of shares of Common Stock (plus
cash if necessary) having a Market Value per Share equal to such
option price.  Moreover, an Option Agreement may provide for a
"cashless exercise" of the Option by establishing procedures
satisfactory to the Administrator with respect thereto.  The terms
and conditions of the respective Option Agreements need not be
identical.

     (e)  Option Price and Payment.  The price at which a share of
Common Stock may be purchased upon exercise of an Option shall be
set forth in the Option Agreement and shall be determined by the
Administrator but, subject to adjustment as provided in Section
IX(b), such purchase price shall not be less than the Market Value
per Share of a share of Common Stock on the date such Option is
granted.  The Option or portion thereof may be exercised by
delivery of an irrevocable notice of exercise to the Company, as
specified by the Administrator.  The purchase price of the Option
or portion thereof shall be paid in full in the manner specified by
the Administrator.  Separate stock certificates shall be issued by
the Company for those shares acquired pursuant to the exercise of
an Incentive Stock Option and for those shares acquired pursuant to
the exercise of any Option that does not constitute an Incentive
Stock Option.

     (f)  Stockholder Rights and Privileges.  The Optionee shall be
entitled to all the privileges and rights of a stockholder only
with respect to such shares of Common Stock as have been purchased
under the Option and for which certificates representing such
Common Stock have been registered in the Optionee's name.

     (g)  Options in Substitution for Stock Options Granted by
Other Corporations.  Options may be granted under the Plan from
time to time in substitution for stock options held by individuals
employed by corporations who become employees as a result of a
merger or consolidation or other business combination of the
employing corporation with the Company or any subsidiary.



                     VIII.  RESTRICTED STOCK

     (a)  Ownership of Restricted Stock.  Each grant of Restricted
Stock will constitute an immediate transfer of record and
beneficial ownership of the shares of Restricted Stock to the
recipient of the grant in consideration of the performance of
services by such recipient (or other consideration determined by
the Administrator), entitling the recipient to all voting and other
ownership rights, but subject to the restrictions hereinafter
referred to or contained in the related Restricted Stock Agreement. 
Each grant may, in the discretion of the Administrator, limit the
recipient's dividend rights during the period in which the shares
of Restricted Stock are subject to a substantial risk of forfeiture
and restrictions on transfer.

     (b)  Substantial Risk of Forfeiture and Restrictions on
Transfer.   Each grant of Restricted Stock will provide that (i)
the shares covered thereby will be subject, for a period or periods
determined by the Administrator at the date of grant, to one or
more restrictions, including, without limitation, a restriction
that constitutes a "substantial risk of forfeiture" within the
meaning of section 83 of the Code and applicable interpretive
authority thereunder, and (ii) during such period or periods during
which such restrictions are to continue, the transferability of the
Restricted Stock subject to such restrictions will be prohibited or
restricted in a manner and to the extent prescribed by the
Administrator at the date of grant.

     (c)  Restricted Stock Held in Trust.   Shares of Common Stock
awarded pursuant to a grant of Restricted Stock will be held in
trust by the Company for the benefit of the recipient until such
time as the applicable restriction on transfer thereof shall have
expired or otherwise lapsed, at which time certificates
representing such Common Stock will be delivered to the recipient.

     (d)   Restricted Stock Agreement; Consideration.  Each grant
of Restricted Stock shall be evidenced by a Restricted Stock
Agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Administrator
from time to time shall approve.  The terms and conditions of the
respective Restricted Stock Agreements need not be identical.  Each
grant of Restricted Stock may be made without additional
consideration or in consideration of a payment by the recipient
that is less than the Market Value per Share on the date of grant,
as determined by the Administrator.

   IX.  RECAPITALIZATION, REORGANIZATION AND CHANGE IN CONTROL

     (a)  No Effect on Right or Power.  The existence of the Plan
and the Awards granted hereunder shall not affect in any way the
right or power of the Board or the stockholders of the Company or
any subsidiary to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's
or any subsidiary's capital structure or its business, any merger
or consolidation of the Company or any subsidiary, any issue of
debt or equity securities ahead of or affecting Common Stock or the
rights thereof, the dissolution or liquidation of the Company or
any subsidiary or any sale, lease, exchange or other disposition of
all or any part of its assets or business or any other corporate
act or proceeding.

     (b)  Changes in Common Stock.  The provisions of Section V(a)
imposing limits on the numbers of shares of Common Stock covered by
Awards granted under the Plan, as well as the number or type of
shares or other property subject to outstanding Options and
Restricted Stock grants and the applicable option prices per share,
shall be adjusted appropriately by the Committee in the event of
stock dividends, spin offs of assets or other extraordinary
dividends, stock splits, combinations of shares, recapitalizations,
mergers, consolidations, reorganizations, liquidations, issuances
of rights or warrants and similar transactions or events.

     (c)  Change in Control.  As used in the Plan, the term "Change
in Control" shall mean:

     (aa) any person (within the meaning of Section 13(d) or 14(d)
     under the Exchange Act, including any group (within the
     meaning of Section 13(d)(3) under the Exchange Act), a
     "Person") is or becomes the "beneficial owner" (as such term
     is defined in Rule 13d-3 promulgated under the Exchange Act),
     directly or indirectly, of securities of the Company (such
     Person being referred to as an "Acquiring Person")
     representing the greater of (x) 25% of the combined voting
     power of the Company's outstanding securities and (y) the
     proportion of the combined voting power of the Company's
     outstanding securities represented by securities of the
     Company beneficially owned, directly or indirectly, by Air
     Partners, L.P. ("Air Partners") and any Person controlling,
     controlled by or under common control with Air Partners at the
     time of reference (excluding, for purposes of determining such
     proportion of the combined voting power under this clause (y),
     any securities beneficially owned by Air Partners (and any
     Person controlling, controlled by or under common control with
     Air Partners) which are deemed beneficially owned by such
     Acquiring Person); other than beneficial ownership by (i) the
     Company or any subsidiary of the Company, (ii) any employee
     benefit plan of the Company or any Person organized, appointed
     or established pursuant to the terms of any such employee
     benefit plan (unless such plan or Person is a party to or is
     utilized in connection with a transaction led by Outside
     Persons), or (iii) Air Partners or any Person (other than any
     air carrier that is not the Company and that is currently
     controlled by or under common control with Air Partners, or a
     holding company or subsidiary of any such air carrier)
     controlling, controlled by or under common control with Air
     Partners (Persons referred to in clauses (i) through (iii)
     hereof are hereinafter referred to as "Excluded Persons"); or

     (bb) individuals who constituted the Board as of February 28,
     1997 (the "Incumbent Board") cease for any reason to
     constitute at least a majority of the Board, provided that any
     individual becoming a director subsequent to February 28, 1997
     whose appointment to fill a vacancy or to fill a new Board
     position or whose nomination for election by the Company's
     shareholders was approved by a vote of at least a majority of
     the directors then comprising the Incumbent Board or who was
     nominated for election by Excluded Persons shall be considered
     as though such individual were a member of the Incumbent
     Board; or

     (cc) the Company merges with or consolidates into or engages
     in a reorganization or similar transaction with another entity
     pursuant to a transaction in which the Company is not the
     "Controlling Corporation"; or

     (dd) the Company sells or otherwise disposes of all or
     substantially all of its assets, other than to Excluded
     Persons.

     For purposes of clause (aa) above, if at any time there exist
securities of different classes entitled to vote separately in the
election of directors, the calculation of the proportion of the
voting power held by a beneficial owner of the Company's securities
shall be determined as follows: first, the proportion of the voting
power represented by securities held by such beneficial owner of
each separate class or group of classes voting separately in the
election of directors shall be determined, provided that securities
representing more than 50% of the voting power of securities of any
such class or group of classes shall be deemed to represent 100% of
such voting power; second, such proportion shall then be multiplied
by a fraction, the numerator of which is the number of directors
which such class or classes is entitled to elect and the
denominator of which is the total number of directors elected to
membership on the Board at the time; and third, the product
obtained for each such separate class or group of classes shall be
added together, which sum shall be the proportion of the combined
voting power of the Company's outstanding securities held by such
beneficial owner.

     For purposes of clause (aa) above, the term "Outside Persons"
means any Persons other than Persons described in clauses (aa)(i)
or (iii) above (as to Persons described in clause (aa)(iii) above,
while they are Excluded Persons) or members of senior management of
the Company in office immediately prior to the time the Acquiring
Person acquires the beneficial ownership described in clause (aa).

     For purposes of clause (cc) above, the Company shall be
considered to be the Controlling Corporation in any merger,
consolidation, reorganization or similar transaction unless either
(1) the shareholders of the Company immediately prior to the
consummation of the transaction (the "Old Shareholders") would not,
immediately after such consummation, beneficially own, directly or
indirectly, securities of the resulting entity entitled to elect a
majority of the members of the Board of Directors or other
governing body of the resulting entity or (2) those persons who
were directors of the Company immediately prior to the consummation
of the proposed transaction would not, immediately after such
consummation, constitute a majority of the directors of the
resulting entity, provided that (I) there shall be excluded from
the determination of the voting power of the Old Shareholders
securities in the resulting entity beneficially owned, directly or
indirectly, by the other party to the transaction and any such
securities beneficially owned, directly or indirectly, by any
Person acting in concert with the other party to the transaction
(unless such other party or such Person is Air Partners, if Air
Partners has not ceased to be an Excluded Person), (II) there shall
be excluded from the determination of the voting power of the Old
Shareholders securities in the resulting entity acquired in any
such transaction other than as a result of the beneficial ownership
of Company securities prior to the transaction and (III) persons
who are directors of the resulting entity shall be deemed not to
have been directors of the Company immediately prior to the
consummation of the transaction if they were elected as directors
of the Company within 90 days prior to the consummation of the
transaction.

     The exclusion described in clause (aa)(iii) above shall cease
to have any force or effect (and the Persons described therein
shall cease to be Excluded Persons) if (A) Air Partners ceases to
be, for a period of thirty consecutive calendar days, the
beneficial owner, directly or indirectly, of securities of the
Company representing at least 25% of the combined voting power of
the Company's outstanding securities or  (B) there occurs a "change
in the ownership or effective control" (within the meaning of
section 280G of the Code) of Air Partners.

     Upon the occurrence of a Change in Control, with respect to
each recipient of an Award hereunder, (AA) all Options granted to
such recipient and outstanding at such time shall immediately
become exercisable in full, whether or not otherwise exercisable,
for a period of thirty (30) calendar days following the occurrence
of the Change in Control (but subject, however, in the case of
Incentive Stock Options, to the aggregate fair market value,
determined as of the date the Incentive Stock Options are granted,
of the stock with respect to which Incentive Stock Options are
exercisable for the first time by such recipient during any
calendar year not exceeding $100,000) and, except as required by
law, all restrictions on the transfer of shares  acquired pursuant
to such Options shall terminate and (BB) all restrictions
applicable to such recipient's Restricted Stock shall be deemed to
have been satisfied and such Restricted Stock shall vest in full.

     In addition, if a recipient of an Award hereunder becomes
entitled to one or more payments (with a "payment" including,
without limitation, the vesting of an Award) pursuant to the terms
of the Plan (the "Total Payments"), which are or become subject to
the tax imposed by section 4999 of the Code (or any similar tax
that may hereafter be imposed) (the "Excise Tax"), the Company or
subsidiary for whom the recipient is then performing services shall
pay to the recipient an additional amount (the "Gross-Up Payment")
such that the net amount retained by the recipient, after reduction
for any Excise Tax on the Total Payments and any federal, state and
local income or employment tax and Excise Tax on the Gross-Up
Payment, shall equal the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the recipient shall
be deemed (aa) to pay federal income taxes at the highest stated
rate of federal income taxation (including surtaxes, if any) for
the calendar year in which the Gross-Up Payment is to be made (for
1996, the highest stated rate is 39.6%); and (bb) to pay any
applicable state and local income taxes at the highest stated rate
of taxation (including surtaxes, if any) for the calendar year in
which the Gross-Up Payment is to be made. Any Gross-Up Payment
required hereunder shall be made to the recipient at the same time
any Total Payment subject to the Excise Tax is paid or deemed
received by the recipient. 

            X.  AMENDMENT AND TERMINATION OF THE PLAN

     The Board in its discretion may terminate the Plan at any time
with respect to any shares of Common Stock for which Awards have
not theretofore been granted.  The Board shall have the right to
alter or amend the Plan or any part thereof from time to time;
provided that no change in any Award theretofore granted may be
made which would impair the rights of the recipient thereof without
the consent of such recipient, and provided further that the Board
may not, without approval of the stockholders of the Company, amend
the Plan to (a) increase the maximum aggregate number of shares
that may be issued under the Plan or (b) change the class of
individuals eligible to receive Awards under the Plan.

                       XI.  MISCELLANEOUS

     (a)  No Right to an Option or Restricted Stock.  Neither the
adoption of the Plan nor any action of the Board or the
Administrator shall be deemed to give an employee or Director any
right to be granted an Award or any other rights hereunder except
as may be evidenced by an Option Agreement or Restricted Stock
Agreement duly executed and delivered on behalf of the Company, and
then only to the extent and on the terms and conditions expressly
set forth therein.  The Plan shall be unfunded.  The Company shall
not be required to establish any special or separate fund or to
make any other segregation of funds or assets to assure the
performance of its obligations under any Award.

     (b)  No Employment or Membership Rights Conferred.  Nothing
contained in the Plan shall (i) confer upon any employee any right
with respect to continuation of employment with the Company or any
subsidiary or (ii) interfere in any way with the right of the
Company or any subsidiary to terminate his or her employment at any
time.  Nothing contained in the Plan shall confer upon any Director
any right with respect to continuation of membership on the Board.

     (c)  Other Laws; Withholding.   The Company shall not be
obligated to issue any Common Stock pursuant to any Award granted
under the Plan at any time when the shares covered thereby have not
been registered under the Securities Act of 1933, as amended, and
such other state and federal laws, rules and regulations as the
Company or the Administrator deems applicable and, in the opinion
of legal counsel to the Company, there is no exemption from the
registration requirements of such laws, rules and regulations
available for the issuance and sale of such shares.  No fractional
shares of Common Stock shall be delivered, nor shall any cash in
lieu of fractional shares by paid.  The Company shall have the
right to (i) make deductions from any settlement or exercise of an
Award made under the Plan, including the delivery of shares, or
require shares or cash or both be withheld from any Award, in each
case in an amount sufficient to satisfy withholding of any federal,
state or local taxes required by law, or (ii) take such other
action as may be necessary or appropriate to satisfy any such tax
withholding obligations.  The Administrator may determine the
manner in which such tax withholding may be satisfied, and may
permit shares of Common Stock (together with cash, as appropriate)
to be used to satisfy required tax withholding based on the Market
Value per Share of any such shares of Common Stock, as of the date
of delivery of shares in satisfaction of the applicable Award.

     (d)  No Restriction on Corporate Action.  Subject to the
restrictions contained in Section X, nothing contained in the Plan
shall be construed to prevent the Company or any subsidiary from
taking any corporate action, whether or not such action would have
an adverse effect on the Plan or any Award granted hereunder.  No
employee, Director, beneficiary or other person shall have any
claim against the Company or any subsidiary as a result of any such
action.

     (e)  Restrictions on Transfer of Options and Certain
Underlying Shares.  An Option (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set
forth in Section VII(c)) shall not be transferable otherwise than
(i) by will or the laws of descent and distribution, (ii) pursuant
to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder, or (iii) with the consent of the
Administrator.  In the discretion of the Administrator, a
percentage (determined by the Administrator and set forth in the
applicable Option Agreement) of the aggregate shares of Common
Stock obtained from exercises of an Option (which percentage may be
satisfied out of particular exercises as determined by the
Administrator and set forth in the applicable Option Agreement)
shall not be transferable prior to the earliest to occur of (x) the
termination of the relevant Option term (or such shorter period as
may be determined by the Administrator and set forth in the Option
Agreement), (y) the Optionee's retirement, death or Disability, or
(z) termination of the Optionee's employment with the Company and
its subsidiaries.  

     (f)  Governing Law.  The Plan shall be construed in accordance
with the laws of the State of Delaware.

                                                        EXHIBIT 5








                         March 10, 1997


Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019

Ladies and Gentlemen:

     I am Executive Vice President and General Counsel of
Continental Airlines, Inc., a Delaware corporation (the "Company"),
and I have advised the Company in connection with the registration
pursuant to a Registration Statement on Form S-8 being filed with
the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Act"), of the proposed offering and sale of up to 2,000,000 shares
of Class B common stock, par value $.01 per share, of the Company
(the "Common Stock") pursuant to the Company's 1997 Stock Incentive
Plan (the "Plan").

     In this connection, I have examined the corporate records of
the Company, including its Restated Certificate of Incorporation,
its Bylaws and minutes of meetings of its directors.  I have also
examined the Registration Statement, together with the exhibits
thereto and such other documents as I have deemed necessary for the
purpose of expressing the opinion contained herein.

     Based upon the foregoing, I am of the opinion that the Common
Stock, when issued in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.  The Plan is
subject to approval of the stockholders of the Company and no
Common Stock will be issued under the Plan prior to such approval.

     I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of my name therein
under the caption "Item 5. Interests of Named Experts and Counsel". 
In giving this consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of
the Act and the rules and regulations thereunder.

                                        Very truly yours,


                                        /s/ Jeffery A. Smisek


                                                     Exhibit 23.1


                 CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the
Registration Statement (Form S-8) of Continental Airlines, Inc.
(the "Company) pertaining to the Company's 1997 Stock Incentive
Plan of our reports dated February 10, 1997 with respect to the
consolidated financial statements and schedules of the Company
included in its 1996 Annual Report (Form 10-K) for the year ended
December 31, 1996 filed with the Securities and Exchange
Commission.

                                        ERNST & YOUNG LLP

Houston, Texas
March 7, 1997


<PAGE>
                                                      Exhibit 24


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date:  2/28/97                By:  /s/ Gordon Bethune
                              Print Name: Gordon Bethune


<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date:  3/10/97                By:  /s/ Lawrence W. Kellner
                              Print Name: Lawrence W. Kellner

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 3/10/97                 By:  /s/ Michael P. Bonds
                              Print Name: Michael P. Bonds

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 2/28/97                 By:  /s/ Thomas Barrack
                              Print Name: Thomas Barrack

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 2/28/97                 By:  /s/ Lloyd Bentsen
                              Print Name: Lloyd Bentsen

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 3/3/97                  By:  /s/ David Bonderman
                              Print Name: David Bonderman

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 2/28/97                 By:  /s/ Greg Brenneman
                              Print Name: Greg Brenneman

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: February 28, 1997       By:  /s/ Pat Foley
                              Print Name:  Pat Foley

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: March 3, 1997           By:  /s/ Douglas McCorkindale
                              Print Name: Douglas McCorkindale

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 3/3/97                  By:  /s/ George Parker
                              Print Name: George Parker

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 2/28/97                 By:  /s/ Richard W. Pogue
                              Print Name: Richard W. Pogue

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 2/28/97                 By:  /s/ William Price
                              Print Name: William Price

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 2/28/97                 By:  /s/ Donald L. Sturm
                              Print Name: Donald L. Sturm

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: 3/3/97                  By:  /s/ Karen Hastie Williams
                              Print Name: Karen Hastie Williams

<PAGE>


                        POWER OF ATTORNEY


     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  


Date: February 28, 1997       By:  /s/ Charles A. Yamarone
                              Print Name: Charles A. Yamarone
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 82565}]
{"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": "333-23165", "film-number": "97555278"}, "business-address": {"street1": "2929 ALLEN PKWY STE 2010", "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 March 12, 1997.
                                            Registration No. 333-

               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.
                    1997 STOCK INCENTIVE PLAN
                    (Full title of the plan)
                         ______________
                        Jeffery A. Smisek
                  Executive 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  2,000,000    $29.875     $59,750,000    $18,107
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 March 10, 1997.

                             Part II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission (File No. 0-9781) are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, (ii) the description of Class B common stock
contained in the Company's registration statement (Registration No.
0-21542) on Form 8-A, and any amendment or report filed for the
purpose of updating such description and (iii) the Company's
Current Report on Form 8-K dated January 6, 1997.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such
documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain legal matters with respect to the Class B common stock
offered hereby are being passed upon by Jeffery A. Smisek,
Executive Vice President and General Counsel of the Company.  Mr.
Smisek, as an employee of the Company, is eligible to receive
grants under the Continental Airlines, Inc. 1997 Stock Incentive
Plan.

Item 6.  Indemnification of Directors and Officers.

     The Company's Restated Certificate of Incorporation (the
"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) of this section. Such determination
     shall be made (1) by a majority vote of the 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 of 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 of 1933, as amended (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.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index which immediately
precedes the exhibits filed with this registration statement.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

               (i)    To include any prospectus required by Section
          10(a)(3) of the Securities Act;

               (ii)   To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in the registration statement;

               (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change to such information in the registration statement;

               Provided, however, that paragraphs (i) and (ii) do
          not apply if the information required to be included in
          a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the Registrant
          pursuant to Section 13 or Section 15(d) of the Exchange
          Act that are incorporated by reference in the
          registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

          (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

          (4)  That, for purposes of determining any liability
     under the Securities Act, each filing of the Registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the
     registration statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

     See the final paragraph under the heading "Item 6. 
Indemnification of Directors and Officers" for the undertaking
pursuant to Item 512(h) of Regulation S-K.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
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 March 10, 1997. 
 
                              CONTINENTAL AIRLINES, INC.
 

                              By: /s/ Jeffery A. Smisek 
                                 Jeffery A. Smisek
                                 Executive Vice President
                                   and General Counsel

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on March 10, 1997. 

        Signature                     Title

GORDON M. BETHUNE*            Chief Executive Officer
Gordon M. Bethune               (Principal Executive Officer)
                                and Director

LAWRENCE W. KELLNER*          Executive Vice President and Chief
Lawrence W. Kellner             Financial Officer (Principal
                                Financial Officer)

MICHAEL P. BONDS*             Vice President and Controller
Michael P. Bonds                (Principal Accounting Officer)

THOMAS J. BARRACK, JR.*       Director
Thomas J. Barrack, Jr.

LLOYD M. BENTSEN, JR.*        Director
Lloyd M. Bentsen, Jr.

DAVID BONDERMAN*              Director
David Bonderman

GREGORY D. BRENNEMAN*         Director
Gregory D. Brenneman          

PATRICK FOLEY*                Director
Patrick Foley

DOUGLAS H. McCORKINDALE*      Director
Douglas H. McCorkindale

GEORGE G.C. PARKER*           Director
George G.C. Parker

RICHARD W. POGUE*             Director
Richard W. Pogue

WILLIAM S. PRICE III*         Director
William S. Price III

DONALD L. STURM*              Director
Donald L. Sturm

KAREN HASTIE WILLIAMS*        Director
Karen Hastie Williams

CHARLES A. YAMARONE*          Director
Charles A. Yamarone

*By /s/ Sarah E. Hagy      
   Sarah E. Hagy
   Attorney in-Fact
   March 10, 1997

                          EXHIBIT INDEX

Exhibit No.    Description

               
4.1(a)         Amended and Restated Certificate of Incorporation
               of the Company (incorporated by reference to
               Exhibit 4.1(a) to the Company's Form S-8
               Registration Statement (No. 333-06993)).

4.1(b)         Certificate of Designations of Series A 12%
               Cumulative Preferred Stock (incorporated by
               reference to Exhibit 1.2 to the Company's Form 8-A
               Registration Statement, as amended to date).

4.2            By-Laws of the Company (incorporated by reference
               to Exhibit 3.1 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended September 30,
               1996).

4.3            Continental Airlines, Inc. 1997 Stock Incentive
               Plan.

5              Opinion of Executive Vice President and General
               Counsel.

23.1           Consent of Ernst & Young LLP.

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

24             Powers of Attorney (Gordon M. Bethune, Lawrence W.
               Kellner, Michael P. Bonds, Thomas J. Barrack, Jr.,
               Lloyd M. Bentsen, Jr., David Bonderman, Gregory D.
               Brenneman, Patrick Foley, Douglas H. McCorkindale,
               George G.C. Parker, Richard W. Pogue, William S.
               Price III, Donald L. Sturm, Karen Hastie Williams,
               Charles A. Yamarone).

                                                      EXHIBIT 4.3

                   CONTINENTAL AIRLINES, INC.
                    1997 STOCK INCENTIVE PLAN

                           I.  PURPOSE

     The purpose of the Continental Airlines, Inc. 1997 Stock
Incentive Plan is to provide a means through which Continental
Airlines, Inc. and its subsidiaries may attract able persons to
serve as directors, or to enter the employ of the Company (as
defined below) or its subsidiaries, and to provide a means whereby
those individuals upon whom the responsibilities of the successful
administration and management of the Company and its subsidiaries
rest, and whose present and potential contributions to the welfare
of the Company and its subsidiaries are of importance, can acquire
and maintain stock ownership, thereby strengthening their concern
for the welfare of the Company and its subsidiaries.  A further
purpose of the Plan is to provide such individuals with additional
incentive and reward opportunities designed to enhance the
profitable growth of the Company and its subsidiaries. 
Accordingly, the Plan provides that the Company may grant to
certain employees or directors shares of Restricted Stock, or the
option to purchase shares of Common Stock, as hereinafter set
forth.  Options granted under the Plan may be either Incentive
Stock Options or options that do not constitute Incentive Stock
Options.

                        II.  DEFINITIONS

     The following definitions (including any plural thereof) shall
be applicable throughout the Plan unless specifically modified by
any Section:

     (a)  "Administrator" means (i) in the context of Awards made
to, or the administration (or interpretation of any provision) of
the Plan as it relates to, any person who is subject to Section 16
of the Exchange Act (including any successor section to the same or
similar effect, "Section 16"), the Committee, or (ii) in the
context of Awards made to, or the administration (or interpretation
of any provision) of the Plan as it relates to, any person who is
not subject to Section 16, the Chief Executive Officer of the
Company (if the Chief Executive Officer is a Director of the
Company).

     (b)  "Award" means an Option or grant of Restricted Stock.

     (c)  "Board" means the Board of Directors of the Company.

     (d)  "Code" means the Internal Revenue Code of 1986, as
amended.  Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such
section and any regulations promulgated under such section.

     (e)  "Committee" means a committee of the Board comprised
solely of two or more outside Directors (within the meaning of the
term "outside directors" as used in section 162(m) of the Code and
applicable interpretive authority thereunder and within the meaning
of "Non-Employee Director" as defined in Rule 16b-3).  Such
committee shall be the Human Resources Committee of the Board
unless and until the Board designates another committee of the
Board to serve as Administrator as described in the Plan.

     (f)  "Common Stock" means the Class B common stock, $.01 par
value, of the Company, or any security into which such Common Stock
may be changed by reason of any transaction or event of the type
described in Section IX(b).

     (g)  "Company" shall mean Continental Airlines, Inc., a
Delaware corporation, or any successor thereto.

     (h)  "Director" means an individual elected to the Board by
the stockholders of the Company or by the Board under applicable
corporate law who is serving on the Board on the date the Plan is
adopted by the Board or is elected to the Board after such date.

     (i)  "Disability" means any complete and permanent disability
as defined in section 22(e)(3) of the Code.

     (j)  "employee" means any person (which may include a
Director) in an employment relationship with the Company or any
parent or subsidiary corporation (as defined in section 424 of the
Code).

     (k)  "Exchange Act" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

     (l)  "Incentive Stock Option" means an incentive stock option
within the meaning of section 422 of the Code.

     (m)  " Market Value per Share" means, as of any specified
date, the closing sale price of the Common Stock on that date (or,
if there are no sales on that date, the last preceding date on
which there was a sale) in the principal securities market in which
the Common Stock is then traded.  If the Common Stock is not
publicly traded at the time a determination of "Market Value per
Share" is required to be made hereunder, the determination of such
amount shall be made by the Administrator in such manner as it
deems appropriate.

     (n)  "Option" means an option to purchase Common Stock granted
under Section VII of the Plan and includes both Incentive Stock
Options to purchase Common Stock and Options that do not constitute
Incentive Stock Options to purchase Common Stock.

     (o)  "Option Agreement" means a written agreement between the
Company and an Optionee with respect to, and evidencing the grant
of,  an Option.

     (p)  "Optionee" means an employee or Director who has been
granted an Option.

     (q)  "Plan" means the Continental Airlines, Inc. 1997 Stock
Incentive Plan, as amended from time to time.

     (r)  "Restricted Stock" means shares of Common Stock granted
pursuant to Section VIII of the Plan as to which neither the
substantial risk of forfeiture nor the restriction on transfers
referred to therein has expired.

     (s)  "Restricted Stock Agreement" means a written agreement
between the Company and a recipient of Restricted Stock with
respect to, and evidencing the grant of, Restricted Stock.

     (t)  "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as
such rule may be amended from time to time, and any successor rule,
regulation or statute fulfilling the same or similar function.

     (u)  "subsidiary" means any entity (other than the Company)
with respect to which the Company, directly or indirectly through
one or more other entities, owns equity interests possessing 50
percent or more of the total combined voting power of all equity
interests of such entity (excluding voting power that arises only
upon the occurrence of one or more specified events).

          III.  EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall become effective upon the date of its adoption
by the Board; provided, that the Plan is approved by the
stockholders of the Company within twelve months thereafter. 
Notwithstanding any provision of the Plan or of any Option
Agreement or Restricted Stock Agreement, no Option shall be
exercisable, and no shares of Restricted Stock shall vest, prior to
such stockholder approval.  No further Options or Restricted Stock
may be granted under the Plan after ten years from the date the
Plan is adopted by the Board.  The Plan shall remain in effect
until all Options granted under the Plan have been satisfied or
expired, and all shares of Restricted Stock granted under the Plan
have vested or been forfeited.

                       IV.  ADMINISTRATION

     (a)  Administrator. The Plan shall be administered by the
Administrator, so that Awards made to, and the administration (or
interpretation of any provision) of the Plan as it relates to, any
person who is subject to Section 16, shall be made or effected by
the Committee, and Awards made to, and the administration (or
interpretation of any provision) of the Plan as it relates to, any
person who is not subject to Section 16, shall be made or effected
by the Chief Executive Officer of the Company (if the Chief
Executive Officer is a Director of the Company).

     (b)  Powers.  Subject to the express provisions of the Plan,
the Administrator shall have authority, in its discretion, to
determine which employees or Directors shall receive an Award, the
time or times when such Award shall be granted, whether an
Incentive Stock Option or nonqualified Option shall be granted, and
the number of shares to be subject to each Award.  In making such
determinations, the Administrator shall take into account the
nature of the services rendered by the respective employees or
Directors, their present and potential contribution to the
Company's success and such other factors as the Administrator in
its discretion shall deem relevant.  Subject to the express
provisions of the Plan, the Administrator shall also have the power
to construe the Plan and the respective agreements executed
hereunder, to prescribe rules and regulations relating to the Plan,
and to determine the terms, restrictions and provisions of the
Option Agreements and the Restricted Stock Agreements, including
such terms, restrictions and provisions as shall be requisite in
the judgment of the Administrator to cause designated Options to
qualify as Incentive Stock Options, and to make all other
determinations necessary or advisable for administering the Plan. 
The Administrator may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any agreement
relating to an Award in the manner and to the extent it shall deem
expedient to carry it into effect.  The determination of the
Administrator on the matters referred to in this Section IV shall
be conclusive; provided, however, that in the event of any conflict
in any such determination as between the Committee and the Chief
Executive Officer of the Company, each acting in capacity as
Administrator of the Plan, the determination of the Committee shall
be conclusive.

       V.  SHARES SUBJECT TO THE PLAN; GRANT OF OPTIONS; 
                    GRANT OF RESTRICTED STOCK

     (a)  Shares Subject to the Plan.  Subject to adjustment as
provided in Section IX(b), the aggregate number of shares of Common
Stock that may be issued under the Plan shall not exceed 2,000,000
shares.  Shares shall be deemed to have been issued under the Plan
only to the extent actually issued and delivered pursuant to an
Option or a grant of Restricted Stock.  To the extent that an
Option or a grant of Restricted Stock lapses or the rights of the
recipient with respect thereto terminate, any shares of Common
Stock then subject to such Option or grant of Restricted Stock
shall again be available for grant under the Plan.  Notwithstanding
any provision in the Plan to the contrary, the maximum number of
shares of Common Stock that (i) may be subject to Options granted
to any one individual during any calendar year may not exceed
200,000 shares, and (ii) may be granted as Restricted Stock may not
exceed 100,000 shares (in each case subject to adjustment as
provided in Section IX(b)).  The limitation set forth in clause (i)
of  the preceding sentence shall be applied in a manner which will
permit compensation generated in connection with Options awarded
under the Plan by the Committee to constitute "performance based"
compensation for purposes of section 162(m) of the Code, including,
without limitation, counting against such maximum number of shares,
to the extent required under section 162(m) of the Code and
applicable interpretive authority thereunder, any shares subject to
Options that are canceled or repriced.

     (b)  Grant of Options.  The Administrator may from time to
time grant Options to one or more employees or Directors determined
by it to be eligible for participation in the Plan in accordance
with the terms of this Plan.

     (c)  Grant of Restricted Stock.  The Administrator may from
time to time grant Restricted Stock to one or more employees or
Directors determined by it to be eligible for participation in the
Plan in accordance with the terms of this Plan.

     (d)  Stock Offered.  Subject to the limitations set forth in
Section V(a) above, the stock to be offered pursuant to an Award
may be authorized but unissued Common Stock or Common Stock
previously issued and outstanding and reacquired by the Company. 
Any of such shares which remain unissued and which are not subject
to outstanding Awards at the termination of the Plan shall cease to
be subject to the Plan but, until termination of the Plan, the
Company shall at all times make available a sufficient number of
shares to meet the requirements of the Plan.

                        VI.  ELIGIBILITY

     Awards may be granted only to persons who, at the time of
grant, are employees or Directors.  An Award may be granted on more
than one occasion to the same person and, subject to the
limitations set forth in the Plan, Awards consisting of Options may
include an Incentive Stock Option or an Option that is not an
Incentive Stock Option or any combination thereof, and Awards may
consist of any combination of Options and Restricted Stock.

                       VII.  STOCK OPTIONS

     (a)  Option Period.  The term of each Option shall be as
specified by the Administrator at the date of grant.

     (b)  Limitations on Exercise of Option.  An Option shall be
exercisable in whole or in such installments and at such times as
determined by the Administrator at the date of grant.

     (c)  Special Limitations on Incentive Stock Options.  An
Incentive Stock Option may be granted only to an individual who is
an employee at the time the Option is granted.  To the extent that
the aggregate Market Value per Share (determined at the time the
respective Incentive Stock Option is granted) of Common Stock with
respect to which Incentive Stock Options granted after 1986 are
exercisable for the first time by an individual during any calendar
year under all incentive stock option plans of the Company and its
parent and subsidiary corporations exceeds $100,000, such Incentive
Stock Options shall be treated as Options which do not constitute
Incentive Stock Options.  The Administrator shall determine, in
accordance with applicable provisions of the Code, Treasury
Regulations and other administrative pronouncements, which of an
Optionee's Incentive Stock Options will not constitute Incentive
Stock Options because of such limitation and shall notify the
Optionee of such determination as soon as practicable after such
determination.  No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual
owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of its parent or
subsidiary corporation, within the meaning of section 422(b)(6) of
the Code, unless (i) at the time such Option is granted the option
price is at least 110% of the Market Value per Share of the Common
Stock subject to the Option and (ii) such Option by its terms is
not exercisable after the expiration of five years from the date of
grant.  An Incentive Stock Option shall not be transferable
otherwise than by will or the laws of descent and distribution, and
shall be exercisable during the Optionee's lifetime only by such
Optionee or the Optionee's guardian or legal representative.

     (d)  Option Agreement.  Each Option shall be evidenced by an
Option Agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Administrator
from time to time shall approve, including, without limitation,
provisions to qualify an Incentive Stock Option under section 422
of the Code.  Each Option Agreement shall specify the effect of
termination of (i) employment, or (ii) membership on the Board, as
applicable, on the exercisability of the Option.  An Option
Agreement may provide for the payment of the option price, in whole
or in part, by delivery of a number of shares of Common Stock (plus
cash if necessary) having a Market Value per Share equal to such
option price.  Moreover, an Option Agreement may provide for a
"cashless exercise" of the Option by establishing procedures
satisfactory to the Administrator with respect thereto.  The terms
and conditions of the respective Option Agreements need not be
identical.

     (e)  Option Price and Payment.  The price at which a share of
Common Stock may be purchased upon exercise of an Option shall be
set forth in the Option Agreement and shall be determined by the
Administrator but, subject to adjustment as provided in Section
IX(b), such purchase price shall not be less than the Market Value
per Share of a share of Common Stock on the date such Option is
granted.  The Option or portion thereof may be exercised by
delivery of an irrevocable notice of exercise to the Company, as
specified by the Administrator.  The purchase price of the Option
or portion thereof shall be paid in full in the manner specified by
the Administrator.  Separate stock certificates shall be issued by
the Company for those shares acquired pursuant to the exercise of
an Incentive Stock Option and for those shares acquired pursuant to
the exercise of any Option that does not constitute an Incentive
Stock Option.

     (f)  Stockholder Rights and Privileges.  The Optionee shall be
entitled to all the privileges and rights of a stockholder only
with respect to such shares of Common Stock as have been purchased
under the Option and for which certificates representing such
Common Stock have been registered in the Optionee's name.

     (g)  Options in Substitution for Stock Options Granted by
Other Corporations.  Options may be granted under the Plan from
time to time in substitution for stock options held by individuals
employed by corporations who become employees as a result of a
merger or consolidation or other business combination of the
employing corporation with the Company or any subsidiary.

                     VIII.  RESTRICTED STOCK

     (a)  Ownership of Restricted Stock.  Each grant of Restricted
Stock will constitute an immediate transfer of record and
beneficial ownership of the shares of Restricted Stock to the
recipient of the grant in consideration of the performance of
services by such recipient (or other consideration determined by
the Administrator), entitling the recipient to all voting and other
ownership rights, but subject to the restrictions hereinafter
referred to or contained in the related Restricted Stock Agreement. 
Each grant may, in the discretion of the Administrator, limit the
recipient's dividend rights during the period in which the shares
of Restricted Stock are subject to a substantial risk of forfeiture
and restrictions on transfer.

     (b)  Substantial Risk of Forfeiture and Restrictions on
Transfer.   Each grant of Restricted Stock will provide that (i)
the shares covered thereby will be subject, for a period or periods
determined by the Administrator at the date of grant, to one or
more restrictions, including, without limitation, a restriction
that constitutes a "substantial risk of forfeiture" within the
meaning of section 83 of the Code and applicable interpretive
authority thereunder, and (ii) during such period or periods during
which such restrictions are to continue, the transferability of the
Restricted Stock subject to such restrictions will be prohibited or
restricted in a manner and to the extent prescribed by the
Administrator at the date of grant.

     (c)  Restricted Stock Held in Trust.   Shares of Common Stock
awarded pursuant to a grant of Restricted Stock will be held in
trust by the Company for the benefit of the recipient until such
time as the applicable restriction on transfer thereof shall have
expired or otherwise lapsed, at which time certificates
representing such Common Stock will be delivered to the recipient.

     (d)   Restricted Stock Agreement; Consideration.  Each grant
of Restricted Stock shall be evidenced by a Restricted Stock
Agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Administrator
from time to time shall approve.  The terms and conditions of the
respective Restricted Stock Agreements need not be identical.  Each
grant of Restricted Stock may be made without additional
consideration or in consideration of a payment by the recipient
that is less than the Market Value per Share on the date of grant,
as determined by the Administrator.

   IX.  RECAPITALIZATION, REORGANIZATION AND CHANGE IN CONTROL

     (a)  No Effect on Right or Power.  The existence of the Plan
and the Awards granted hereunder shall not affect in any way the
right or power of the Board or the stockholders of the Company or
any subsidiary to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's
or any subsidiary's capital structure or its business, any merger
or consolidation of the Company or any subsidiary, any issue of
debt or equity securities ahead of or affecting Common Stock or the
rights thereof, the dissolution or liquidation of the Company or
any subsidiary or any sale, lease, exchange or other disposition of
all or any part of its assets or business or any other corporate
act or proceeding.

     (b)  Changes in Common Stock.  The provisions of Section V(a)
imposing limits on the numbers of shares of Common Stock covered by
Awards granted under the Plan, as well as the number or type of
shares or other property subject to outstanding Options and
Restricted Stock grants and the applicable option prices per share,
shall be adjusted appropriately by the Committee in the event of
stock dividends, spin offs of assets or other extraordinary
dividends, stock splits, combinations of shares, recapitalizations,
mergers, consolidations, reorganizations, liquidations, issuances
of rights or warrants and similar transactions or events.

     (c)  Change in Control.  As used in the Plan, the term "Change
in Control" shall mean:

     (aa) any person (within the meaning of Section 13(d) or 14(d)
     under the Exchange Act, including any group (within the
     meaning of Section 13(d)(3) under the Exchange Act), a
     "Person") is or becomes the "beneficial owner" (as such term
     is defined in Rule 13d-3 promulgated under the Exchange Act),
     directly or indirectly, of securities of the Company (such
     Person being referred to as an "Acquiring Person")
     representing the greater of (x) 25% of the combined voting
     power of the Company's outstanding securities and (y) the
     proportion of the combined voting power of the Company's
     outstanding securities represented by securities of the
     Company beneficially owned, directly or indirectly, by Air
     Partners, L.P. ("Air Partners") and any Person controlling,
     controlled by or under common control with Air Partners at the
     time of reference (excluding, for purposes of determining such
     proportion of the combined voting power under this clause (y),
     any securities beneficially owned by Air Partners (and any
     Person controlling, controlled by or under common control with
     Air Partners) which are deemed beneficially owned by such
     Acquiring Person); other than beneficial ownership by (i) the
     Company or any subsidiary of the Company, (ii) any employee
     benefit plan of the Company or any Person organized, appointed
     or established pursuant to the terms of any such employee
     benefit plan (unless such plan or Person is a party to or is
     utilized in connection with a transaction led by Outside
     Persons), or (iii) Air Partners or any Person (other than any
     air carrier that is not the Company and that is currently
     controlled by or under common control with Air Partners, or a
     holding company or subsidiary of any such air carrier)
     controlling, controlled by or under common control with Air
     Partners (Persons referred to in clauses (i) through (iii)
     hereof are hereinafter referred to as "Excluded Persons"); or

     (bb) individuals who constituted the Board as of February 28,
     1997 (the "Incumbent Board") cease for any reason to
     constitute at least a majority of the Board, provided that any
     individual becoming a director subsequent to February 28, 1997
     whose appointment to fill a vacancy or to fill a new Board
     position or whose nomination for election by the Company's
     shareholders was approved by a vote of at least a majority of
     the directors then comprising the Incumbent Board or who was
     nominated for election by Excluded Persons shall be considered
     as though such individual were a member of the Incumbent
     Board; or

     (cc) the Company merges with or consolidates into or engages
     in a reorganization or similar transaction with another entity
     pursuant to a transaction in which the Company is not the
     "Controlling Corporation"; or

     (dd) the Company sells or otherwise disposes of all or
     substantially all of its assets, other than to Excluded
     Persons.

     For purposes of clause (aa) above, if at any time there exist
securities of different classes entitled to vote separately in the
election of directors, the calculation of the proportion of the
voting power held by a beneficial owner of the Company's securities
shall be determined as follows: first, the proportion of the voting
power represented by securities held by such beneficial owner of
each separate class or group of classes voting separately in the
election of directors shall be determined, provided that securities
representing more than 50% of the voting power of securities of any
such class or group of classes shall be deemed to represent 100% of
such voting power; second, such proportion shall then be multiplied
by a fraction, the numerator of which is the number of directors
which such class or classes is entitled to elect and the
denominator of which is the total number of directors elected to
membership on the Board at the time; and third, the product
obtained for each such separate class or group of classes shall be
added together, which sum shall be the proportion of the combined
voting power of the Company's outstanding securities held by such
beneficial owner.

     For purposes of clause (aa) above, the term "Outside Persons"
means any Persons other than Persons described in clauses (aa)(i)
or (iii) above (as to Persons described in clause (aa)(iii) above,
while they are Excluded Persons) or members of senior management of
the Company in office immediately prior to the time the Acquiring
Person acquires the beneficial ownership described in clause (aa).

     For purposes of clause (cc) above, the Company shall be
considered to be the Controlling Corporation in any merger,
consolidation, reorganization or similar transaction unless either
(1) the shareholders of the Company immediately prior to the
consummation of the transaction (the "Old Shareholders") would not,
immediately after such consummation, beneficially own, directly or
indirectly, securities of the resulting entity entitled to elect a
majority of the members of the Board of Directors or other
governing body of the resulting entity or (2) those persons who
were directors of the Company immediately prior to the consummation
of the proposed transaction would not, immediately after such
consummation, constitute a majority of the directors of the
resulting entity, provided that (I) there shall be excluded from
the determination of the voting power of the Old Shareholders
securities in the resulting entity beneficially owned, directly or
indirectly, by the other party to the transaction and any such
securities beneficially owned, directly or indirectly, by any
Person acting in concert with the other party to the transaction
(unless such other party or such Person is Air Partners, if Air
Partners has not ceased to be an Excluded Person), (II) there shall
be excluded from the determination of the voting power of the Old
Shareholders securities in the resulting entity acquired in any
such transaction other than as a result of the beneficial ownership
of Company securities prior to the transaction and (III) persons
who are directors of the resulting entity shall be deemed not to
have been directors of the Company immediately prior to the
consummation of the transaction if they were elected as directors
of the Company within 90 days prior to the consummation of the
transaction.

     The exclusion described in clause (aa)(iii) above shall cease
to have any force or effect (and the Persons described therein
shall cease to be Excluded Persons) if (A) Air Partners ceases to
be, for a period of thirty consecutive calendar days, the
beneficial owner, directly or indirectly, of securities of the
Company representing at least 25% of the combined voting power of
the Company's outstanding securities or  (B) there occurs a "change
in the ownership or effective control" (within the meaning of
section 280G of the Code) of Air Partners.

     Upon the occurrence of a Change in Control, with respect to
each recipient of an Award hereunder, (AA) all Options granted to
such recipient and outstanding at such time shall immediately
become exercisable in full, whether or not otherwise exercisable,
for a period of thirty (30) calendar days following the occurrence
of the Change in Control (but subject, however, in the case of
Incentive Stock Options, to the aggregate fair market value,
determined as of the date the Incentive Stock Options are granted,
of the stock with respect to which Incentive Stock Options are
exercisable for the first time by such recipient during any
calendar year not exceeding $100,000) and, except as required by
law, all restrictions on the transfer of shares  acquired pursuant
to such Options shall terminate and (BB) all restrictions
applicable to such recipient's Restricted Stock shall be deemed to
have been satisfied and such Restricted Stock shall vest in full.

     In addition, if a recipient of an Award hereunder becomes
entitled to one or more payments (with a "payment" including,
without limitation, the vesting of an Award) pursuant to the terms
of the Plan (the "Total Payments"), which are or become subject to
the tax imposed by section 4999 of the Code (or any similar tax
that may hereafter be imposed) (the "Excise Tax"), the Company or
subsidiary for whom the recipient is then performing services shall
pay to the recipient an additional amount (the "Gross-Up Payment")
such that the net amount retained by the recipient, after reduction
for any Excise Tax on the Total Payments and any federal, state and
local income or employment tax and Excise Tax on the Gross-Up
Payment, shall equal the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the recipient shall
be deemed (aa) to pay federal income taxes at the highest stated
rate of federal income taxation (including surtaxes, if any) for
the calendar year in which the Gross-Up Payment is to be made (for
1996, the highest stated rate is 39.6%); and (bb) to pay any
applicable state and local income taxes at the highest stated rate
of taxation (including surtaxes, if any) for the calendar year in
which the Gross-Up Payment is to be made. Any Gross-Up Payment
required hereunder shall be made to the recipient at the same time
any Total Payment subject to the Excise Tax is paid or deemed
received by the recipient. 

            X.  AMENDMENT AND TERMINATION OF THE PLAN

     The Board in its discretion may terminate the Plan at any time
with respect to any shares of Common Stock for which Awards have
not theretofore been granted.  The Board shall have the right to
alter or amend the Plan or any part thereof from time to time;
provided that no change in any Award theretofore granted may be
made which would impair the rights of the recipient thereof without
the consent of such recipient, and provided further that the Board
may not, without approval of the stockholders of the Company, amend
the Plan to (a) increase the maximum aggregate number of shares
that may be issued under the Plan or (b) change the class of
individuals eligible to receive Awards under the Plan.

                       XI.  MISCELLANEOUS

     (a)  No Right to an Option or Restricted Stock.  Neither the
adoption of the Plan nor any action of the Board or the
Administrator shall be deemed to give an employee or Director any
right to be granted an Award or any other rights hereunder except
as may be evidenced by an Option Agreement or Restricted Stock
Agreement duly executed and delivered on behalf of the Company, and
then only to the extent and on the terms and conditions expressly
set forth therein.  The Plan shall be unfunded.  The Company shall
not be required to establish any special or separate fund or to
make any other segregation of funds or assets to assure the
performance of its obligations under any Award.

     (b)  No Employment or Membership Rights Conferred.  Nothing
contained in the Plan shall (i) confer upon any employee any right
with respect to continuation of employment with the Company or any
subsidiary or (ii) interfere in any way with the right of the
Company or any subsidiary to terminate his or her employment at any
time.  Nothing contained in the Plan shall confer upon any Director
any right with respect to continuation of membership on the Board.

     (c)  Other Laws; Withholding.   The Company shall not be
obligated to issue any Common Stock pursuant to any Award granted
under the Plan at any time when the shares covered thereby have not
been registered under the Securities Act of 1933, as amended, and
such other state and federal laws, rules and regulations as the
Company or the Administrator deems applicable and, in the opinion
of legal counsel to the Company, there is no exemption from the
registration requirements of such laws, rules and regulations
available for the issuance and sale of such shares.  No fractional
shares of Common Stock shall be delivered, nor shall any cash in
lieu of fractional shares by paid.  The Company shall have the
right to (i) make deductions from any settlement or exercise of an
Award made under the Plan, including the delivery of shares, or
require shares or cash or both be withheld from any Award, in each
case in an amount sufficient to satisfy withholding of any federal,
state or local taxes required by law, or (ii) take such other
action as may be necessary or appropriate to satisfy any such tax
withholding obligations.  The Administrator may determine the
manner in which such tax withholding may be satisfied, and may
permit shares of Common Stock (together with cash, as appropriate)
to be used to satisfy required tax withholding based on the Market
Value per Share of any such shares of Common Stock, as of the date
of delivery of shares in satisfaction of the applicable Award.

     (d)  No Restriction on Corporate Action.  Subject to the
restrictions contained in Section X, nothing contained in the Plan
shall be construed to prevent the Company or any subsidiary from
taking any corporate action, whether or not such action would have
an adverse effect on the Plan or any Award granted hereunder.  No
employee, Director, beneficiary or other person shall have any
claim against the Company or any subsidiary as a result of any such
action.

     (e)  Restrictions on Transfer of Options and Certain
Underlying Shares.  An Option (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set
forth in Section VII(c)) shall not be transferable otherwise than
(i) by will or the laws of descent and distribution, (ii) pursuant
to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder, or (iii) with the consent of the
Administrator.  In the discretion of the Administrator, a
percentage (determined by the Administrator and set forth in the
applicable Option Agreement) of the aggregate shares of Common
Stock obtained from exercises of an Option (which percentage may be
satisfied out of particular exercises as determined by the
Administrator and set forth in the applicable Option Agreement)
shall not be transferable prior to the earliest to occur of (x) the
termination of the relevant Option term (or such shorter period as
may be determined by the Administrator and set forth in the Option
Agreement), (y) the Optionee's retirement, death or Disability, or
(z) termination of the Optionee's employment with the Company and
its subsidiaries.  

     (f)  Governing Law.  The Plan shall be construed in accordance
with the laws of the State of Delaware.

                                                        EXHIBIT 5

                         March 10, 1997

Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019

Ladies and Gentlemen:

     I am Executive Vice President and General Counsel of
Continental Airlines, Inc., a Delaware corporation (the "Company"),
and I have advised the Company in connection with the registration
pursuant to a Registration Statement on Form S-8 being filed with
the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Act"), of the proposed offering and sale of up to 2,000,000 shares
of Class B common stock, par value $.01 per share, of the Company
(the "Common Stock") pursuant to the Company's 1997 Stock Incentive
Plan (the "Plan").

     In this connection, I have examined the corporate records of
the Company, including its Restated Certificate of Incorporation,
its Bylaws and minutes of meetings of its directors.  I have also
examined the Registration Statement, together with the exhibits
thereto and such other documents as I have deemed necessary for the
purpose of expressing the opinion contained herein.

     Based upon the foregoing, I am of the opinion that the Common
Stock, when issued in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.  The Plan is
subject to approval of the stockholders of the Company and no
Common Stock will be issued under the Plan prior to such approval.

     I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of my name therein
under the caption "Item 5. Interests of Named Experts and Counsel". 
In giving this consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of
the Act and the rules and regulations thereunder.

                                        Very truly yours,

                                        /s/ Jeffery A. Smisek

                                                     Exhibit 23.1

                 CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the
Registration Statement (Form S-8) of Continental Airlines, Inc.
(the "Company) pertaining to the Company's 1997 Stock Incentive
Plan of our reports dated February 10, 1997 with respect to the
consolidated financial statements and schedules of the Company
included in its 1996 Annual Report (Form 10-K) for the year ended
December 31, 1996 filed with the Securities and Exchange
Commission.

                                        ERNST & YOUNG LLP

Houston, Texas
March 7, 1997
Exhibit 24

                        POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date:  2/28/97                By:  /s/ Gordon Bethune
                              Print Name: Gordon Bethune
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date:  3/10/97                By:  /s/ Lawrence W. Kellner
                              Print Name: Lawrence W. Kellner
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 3/10/97                 By:  /s/ Michael P. Bonds
                              Print Name: Michael P. Bonds
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 2/28/97                 By:  /s/ Thomas Barrack
                              Print Name: Thomas Barrack
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 2/28/97                 By:  /s/ Lloyd Bentsen
                              Print Name: Lloyd Bentsen
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 3/3/97                  By:  /s/ David Bonderman
                              Print Name: David Bonderman
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 2/28/97                 By:  /s/ Greg Brenneman
                              Print Name: Greg Brenneman
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: February 28, 1997       By:  /s/ Pat Foley
                              Print Name:  Pat Foley
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: March 3, 1997           By:  /s/ Douglas McCorkindale
                              Print Name: Douglas McCorkindale
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 3/3/97                  By:  /s/ George Parker
                              Print Name: George Parker
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 2/28/97                 By:  /s/ Richard W. Pogue
                              Print Name: Richard W. Pogue
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 2/28/97                 By:  /s/ William Price
                              Print Name: William Price
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 2/28/97                 By:  /s/ Donald L. Sturm
                              Print Name: Donald L. Sturm
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: 3/3/97                  By:  /s/ Karen Hastie Williams
                              Print Name: Karen Hastie Williams
POWER OF ATTORNEY

     The undersigned officer and/or director 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 officer and/or director, 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 and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with the Registration
Statement on Form S-8 ("Registration Statement") relating to the
Continental Airlines, Inc. 1997 Stock Incentive Plan, including
specifically, but not limited to, power and authority to sign for
the undersigned in the capacity indicated below the Registration
Statement and any and all amendments (including post-effective
amendments) thereto, and the undersigned does hereby ratify and
confirm all that such person or persons shall do or cause to be
done by virtue hereof.  

Date: February 28, 1997       By:  /s/ Charles A. Yamarone
                              Print Name: Charles A. Yamarone