SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


                           FORM 8-A/A

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


                   CONTINENTAL AIRLINES, INC.
     (Exact Name of registrant as specified in its charter)

             Delaware                         74-2099724
(State of Incorporation or organization)    (IRS Employer
                                          Identification No.)

   1600 Smith Street, Dept. HQSEO
           Houston, Texas                    77002
(Address of principal executive offices)   (Zip Code)

   Securities to be registered pursuant to Section 12(b) of the
Act:

Title of each class                 Name of each exchange on which
to be so registered                 each class is to be registered

Series A Junior Participating       New York Stock Exchange
Preferred Stock Purchase Rights

   If this form relates to the registration of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box.  [X]

   If this form relates to the registration of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box.  [ ]

   Securities Act registration statement file number to which this
form relates:

   _______________ (if applicable)

   Securities to be registered pursuant to Section 12(g) of the
Act:

                              None
                        (Title of Class)


Item 1.   Description of Securities To Be Registered.

           Effective as of February 8, 2000, Continental Airlines,
Inc. (the "Company") adopted an amendment (the "Rights Agreement
Amendment") to the Rights Agreement (the "Rights Agreement")
between the Company and Harris Trust and Savings Bank, as Rights
Agent, dated as of November 20, 1998.  The Rights Agreement
Amendment provides for an exception to the "Acquiring Person"
definition in the Rights Agreement that permits an Institutional
Investor (as defined in the Rights Agreement Amendment) to be or
become the beneficial owner of common stock of the Company
representing less than 20% of the voting power of the common stock
then outstanding without becoming an Acquiring Person, as long as
the Institutional Investor continues to meet the definition of such
term as set forth in the Rights Agreement Amendment.  Generally, an
Institutional Investor is defined as a person who, as of January
31, 2000, beneficially owned more than 14% of the voting power of
the common stock then outstanding and had a Schedule 13G on file
with the Securities and Exchange Commission with respect to its
holdings and is principally engaged in the business of managing
investment funds for unaffiliated securities investors, acquires
the common stock pursuant to trading activities undertaken in the
ordinary course of such person's business and not with the purpose
or effect of exercising or influencing control over the Company,
and is not obligated to and does not file a Schedule 13D with
respect to securities of the Company.  If the Board of Directors of
the Company determines in good faith that a person no longer meets
the Institutional Investor definition, then such person shall as
promptly as practicable divest itself of a sufficient number of
shares of common stock so that such person beneficially owns less
than 15% of the voting power of the common stock then outstanding.
If the Board of Directors determines in good faith that such person
does not so divest itself of common shares, then such person will
be or become an Acquiring Person under the Rights Agreement.

           A copy of the Rights Agreement Amendment is available
free of charge to holders of the rights issued pursuant to the
Rights Agreement from the Company after receipt of a written
request therefor.  This summary description of the Rights Agreement
Amendment does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement Amendment, which is
hereby incorporated herein by reference.


Item 2.    Exhibits.

           1.1   First Amendment to Rights Agreement, dated as of
                 February 8, 2000, between Continental Airlines,
                 Inc. and Harris Trust and Savings Bank.
                            SIGNATURE

           Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated: February 8, 2000

                         CONTINENTAL AIRLINES, INC.


                         By: /s/ Jeffery A. Smisek
                            Name:  Jeffery A. Smisek
                            Title: Executive Vice President,
                                   General Counsel and Secretary




                         EXHIBIT INDEX


Exhibit       Description

  1.1         First Amendment to Rights Agreement, dated as of
              February 8, 2000, between Continental Airlines, Inc.
              and Harris Trust and Savings Bank.



                                                     EXHIBIT 1.1

              FIRST AMENDMENT TO RIGHTS AGREEMENT

                             BETWEEN

                   CONTINENTAL AIRLINES, INC.

                               AND

                  HARRIS TRUST AND SAVINGS BANK


     THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is
made as of this 8th day of February, 2000 by and between
CONTINENTAL AIRLINES, INC., a Delaware corporation (the "Company"),
and HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation,
as rights agent (the "Rights Agent").  Capitalized terms used but
not defined herein shall have the meanings given to such terms in
the "Rights Agreement" (as defined below).

     WHEREAS, the Company and the Rights Agent are parties to the
Rights Agreement dated as of November 20, 1998 (the "Rights
Agreement"); and

     WHEREAS, the Company has determined that the amendments to the
Rights Agreement set forth herein are desirable and directed the
Rights Agent to agree to such amendments; and

     WHEREAS, the amendments set forth herein have been approved by
the Required Board Vote on February 8, 2000.

     NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements herein set forth, the parties hereby agree that:

     1.   The definition of "Acquiring Person" set forth in Section
1 of the Rights Agreement shall be amended and restated in its
entirety as follows:

     "Acquiring Person" shall mean any Person who or which,
     together with all Affiliates and Associates of such Person,
     shall, after the Announcement Date, be or become the
     Beneficial Owner of Common Shares representing 15% or more of
     the Voting Power of the Common Shares of the Company then
     outstanding (or, if such Person is an Institutional Investor
     (as such term is hereinafter defined), 20% or more of the
     Voting Power of the Common Shares of the Company then
     outstanding).  Notwithstanding the foregoing, no Person shall
     be or become an Acquiring Person (1) if such Person is an
     Exempt Person (so long as such Person remains an Exempt
     Person), (2) as the result of (A) an acquisition of Common
     Shares by the Company or (B) the conversion of Class A Common
     Shares into Class B Common Shares which, by reducing the
     number  or Voting Power of shares outstanding, increases the
     Voting Power of the shares beneficially owned by such Person
     to 15% or more of the Voting Power of the Common Shares of the
     Company then outstanding (or, if such Person is an
     Institutional Investor, 20% or more of the Voting Power of the
     Common Shares of the Company then outstanding); provided,
     however, that if a Person shall so become the Beneficial Owner
     of Common Shares representing 15% or more of the Voting Power
     of the Common Shares of the Company then outstanding (or, if
     such Person is an Institutional Investor, 20% or more of the
     Voting Power of the Common Shares of the Company then
     outstanding) by reason of the acquisition of Common Shares by
     the Company or the conversion of Class A Common Shares into
     Class B Common Shares and shall, after such share purchases by
     the Company or such conversion, purchase or otherwise take
     action to cause it to become the Beneficial Owner of Common
     Shares representing an additional 1% of the Voting Power of
     the Common Shares of the Company then outstanding, then such
     Person shall be an Acquiring Person, or (3) if the Board of
     Directors determines in good faith that a Person who would
     otherwise be an Acquiring Person, as defined pursuant to the
     foregoing provisions of this paragraph, has become such
     inadvertently, and such Person divests as promptly as
     practicable a sufficient number of Common Shares so that such
     Person would no longer be an Acquiring Person, as defined
     pursuant to the foregoing provisions of this paragraph, then
     such Person shall not be an Acquiring Person for any purposes
     of this Agreement.  Notwithstanding any of the foregoing, in
     the event that the Board of Directors determines in good faith
     that a Person no longer meets the requirements set forth in
     the definition of "Institutional Investor," then such Person
     shall as promptly as practicable divest itself of a sufficient
     number of Common Shares so that such Person beneficially owns
     Common Shares representing less than 15% of the Voting Power
     of the Common Shares then outstanding.  If the Board of
     Directors determines in good faith that such Person does not
     divest itself of Common Shares in accordance with the
     requirements set forth in the prior sentence, then such Person
     shall be or become an "Acquiring Person" for any and all
     purposes of this Agreement.

     2.   Section 1 of the Rights Agreement shall be amended to add
the following definition of "Institutional Investor":

     "Institutional Investor" shall mean a Person who, as of
     January 31, 2000, was the Beneficial Owner of Common
     Shares representing more than 14% of the Voting Power of
     the Common Shares then outstanding and had a Schedule 13G
     on file with the Securities and Exchange Commission
     pursuant to the requirements of Rule 13d-1 under the
     Exchange Act with respect to such holdings, so long as
     such Person (i) is principally engaged in the business of
     managing investment funds for unaffiliated securities
     investors and, as part of such Person's duties as agent
     for fully managed accounts, holds or exercises voting or
     dispositive power over Common Shares of the Company, (ii)
     such Person acquires Beneficial Ownership of Common
     Shares of the Company pursuant to trading activities
     undertaken in the ordinary course of such Person's
     business and not with the purpose nor the effect, either
     alone or in concert with any Person, of exercising the
     power to direct or cause the direction of the management
     and policies of the Company or of otherwise changing or
     influencing the control of the Company, nor in connection
     with or as a participant in any transaction having such
     purpose or effect, including any transaction subject to
     Rule 13d-3(b) of the Exchange Act and (iii) if such
     Person is a Person included in Rule 13d-1(b)(1)(ii) of
     the Exchange Act, such Person is not obligated to, and
     does not, file a Schedule 13D with respect to the
     securities of the Company.

          3.The Rights Agreement, as amended by this Amendment,
shall remain in full force and effect in accordance with its terms.

          4.This Amendment is a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws thereof applicable to
contracts to be made and performed entirely within such State.
This Amendment may be executed in any number of counterparts, each
of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but
one and the same instrument.

          IN WITNESS WHEREOF, the parties herein have caused this
First Amendment to be duly executed and attested, all as of the
date and year first above written.

                                    CONTINENTAL AIRLINES, INC.
Attest:


By: ___________________________ By: _________________________
    Name:                           Name:
    Title:                          Title:


                                    HARRIS TRUST AND SAVINGS BANK,
                                    Rights Agent
Attest:


By: __________________________  By: _________________________
    Name:                           Name:
    Title:                          Title: