8-A12B/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                               FORM 8-A/A#2

             For Registration of Certain Classes of Securities
                   Pursuant to Section 12(b) or 12(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                          (I.R.S. Employer
      or organization)                            Identification No.)

                            2929 Allen Parkway
                           Houston, Texas  77019
           (Address of principal executive offices)  (Zip Code)

If this Form relates to the            If this Form relates to the 
registration of a class of debt        registration of a class of debt
securities and is effective upon       securities and is to become
filing pursuant to General             effective simultaneously with
Instruction A(c)(1) please check       the effectiveness of a con-
the following box.   _____             current registration statement
                                       under the Securities Act of 1933
                                       pursuant to General Instruction
                                       A(c)(2) please check the
                                       following box.   _____

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 

     Class A Common Stock,             New York Stock Exchange, Inc.
     Par Value $.01 per share

     Class B Common Stock,             New York Stock Exchange, Inc.
     Par value $.01 per share

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

                                   None
                             (Title of class)



INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered

     On June 26, 1996, Continental Airlines, Inc., a Delaware
corporation ("Continental"), filed an Amended and Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware (the "Amended and Restated Certificate"), a copy
of which is filed as Exhibit 1.1 hereto.

     The Amended and Restated Certificate authorizes the issuance
of up to 50 million shares of Class A Common Stock, $.01 par value
(the "Class A Common Stock"), 200 million shares of Class B Common
Stock, $.01 par value (the "Class B Common Stock"), 50 million
shares of Class D Common Stock, $.01 par value (the "Class D Common
Stock", and, together with the Class A Common Stock and Class B
Common Stock, the "Common Stock"), and 10 million shares of
Preferred Stock, $.01 par value (the "Preferred Stock").

     Unless otherwise provided by law or in the Amended and Restated
Certificate, holders of Common Stock will vote together as a single
class.  Holders of Class A Common Stock and Class D Common Stock
will be entitled to ten votes per share and the holders of Class B
Common Stock will be entitled to one vote per share on all matters
submitted to a vote of stockholders.  The Class D Common Stock is
issuable only under certain limited circumstances and, if issued,
such class will be entitled to elect one-third of directors of
Continental, as more fully described below.  Shares of Common Stock
may not be voted by or at the direction of persons who are not
United States citizens (as defined in 49 U.S.C. 1301(16)) unless
such shares are registered on the separate stock record maintained
by Continental for the registration of ownership of Voting Stock
(as defined in the By-Laws, as amended from time to time, of
Continental (the "By-Laws")) by non-United States citizens.  Share
may not be registered in such stock record to the extent that the
voting power of all shares so registered would exceed the maximum
percentage of voting power that non-United States citizens may
exercise under applicable United States law, which maximum
percentage is 25% as of the date hereof.  The By-laws of
Continental (a copy of which is filed as Exhibit 1.3 hereto)
provide procedures for registration in such stock record, including
certain priorities for registration granted to transferees of Air
Partners, L.P. ("Air Partners").

     Subject to preferences that may be granted to holders of
Preferred Stock of Continental, holders of Common Stock will be
entitled to receive ratably such dividends as may be declared by
the Board of Directors of Continental out of funds legally
available therefor.  In the event of a liquidation, dissolution or
winding up of Continental, holders of Common Stock will be entitled
to share ratably in all assets remaining after payment of
liabilities and the liquidation preference that may be granted to
the holders of any Preferred Stock of Continental.

     Additional shares of Common Stock may be issued as approved by
the Board of Directors of Continental up to the number of shares
authorized in the Amended and Restated Certificate, as amended from
time to time.  Other than as set forth below, holders of Common
Stock have no conversion, preemptive or other rights to subscribe
for additional shares of other securities, and there are no
redemption provisions with respect to such shares.

     Air Partners has the right to purchase from Continental, at
specified times, Class B Common Stock in order to maintain its
percentage ownership of the issued and outstanding shares of Class
B Common Stock.  In addition, Air Partners is entitled, only once,
to convert all of its Class A Common Stock into shares of Class D
Common Stock, provided that Air Partners Beneficially Owns (as
defined in the Amended and Restated Certificate) at least 20% of
the voting power of the outstanding Common Stock.  If shares of
Class D Common Stock are outstanding, such class will be entitled,
voting as a separate class, to elect one-third of the directors to
the Board of Directors of Continental.  The Amended and Restated
Certificate provides that the number of directors of Continental
(excluding directors elected by holders of Preferred Stock, if any)
shall consist of such number of directors as may be determined from
time to time by the Board of Directors in accordance with the By-
Laws.  The Board of Directors currently consists of twelve
directors.  Holders of Class A Common Stock and Class B Common
Stock, voting together, are entitled to elect the directors not
otherwise elected by the Class D Common Stock, except that Air
Partners will not be entitled to vote shares of Class B Common
Stock Beneficially Owned by it in any election of directors at any
time that shares of Class D Common Stock are outstanding and owned
by it.  If any shares of Class A Common Stock become Beneficially
Owned by Air Partners while any Class D Common Stock is
outstanding, then such shares of Class A Common Stock Beneficially
Owned by Air Partners will convert automatically into Class D
Common Stock.

     If Air Partners Beneficially Owns less than 20% of the voting
power of Continental, its Class D Common Stock will convert
automatically into an equal number of shares of Class A Common
Stock.  In addition, Class D Common Stock may be converted into
Class A Common Stock at any time, and such shares will so convert
automatically upon any transfer thereof to a third party (with
certain exceptions).

     The Amended and Restated Certificate provides that, any time
after January 1, 1997, shares of Class A Common Stock will become
freely convertible into an equal number of shares of Class B Common
Stock.  The By-Laws require that stockholders seeking to make
nominations for directors or proposals for action at a stockholders
meeting deliver notice thereof to Continental during certain
specified periods in advance of the meeting and follow certain
other specified procedures.  The Amended and Restated Certificate
provides that Continental will not be governed by Section 203 of
the General Corporation Law of the State of Delaware.

     Under the Amended and Restated Certificate, the Board of
Directors of Continental has the authority by resolution to issue
up to 10 million shares of Preferred Stock, in one or more series,
and to fix the number of shares constituting any such series, the
voting powers, designations, preferences and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions thereof, including the dividend rights,
dividend rate, terms of redemption (including sinking fund
provisions), redemption price or prices, conversion rights and
liquidation preferences of the shares constituting any series,
without any further vote or action by the stockholders of
Continental.  The issuance of Preferred Stock by the Board of
Directors could adversely affect the rights of holders of Common
Stock.   For example, issuance of Preferred Stock could result in
a class of securities outstanding that would have preferences over
Common Stock with respect to dividends and in liquidation, and that
could (upon conversion or otherwise) enjoy all of the rights
appurtenant to Common Stock.  As of June 30, 1996, there were
421,717 shares of Series A 12% Cumulative Preferred Stock
outstanding with an aggregate liquidation preference of
approximately $43.4 million, all of which shares rank prior to the
Common Stock with respect to the payment of dividends and upon any
liquidation of Continental.  A copy of the Certificate of
Designations of Series A 12% Preferred Stock is filed as Exhibit
1.2 hereto.

Item 2.  Exhibits

     1.1   Amended and Restated Certificate of Incorporation
           (incorporated by reference to Exhibit 4.1(a) to
           Continental's registration statement on Form S-8 (File
           No. 333-06993))

     1.2   Certificate of Designations of Series A 12% Preferred
           Stock (filed herewith)

     1.3   By-Laws (incorporated by reference to Exhibit 4.2 to
           Continental's registration statement on Form S-8 (File
           No. 333-06993))


                                 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, thereto duly authorized.

                                       CONTINENTAL AIRLINES, INC.
Dated: July 22, 1996

                                       By:_____________________________
                                       Name:  Jennifer Vogel
                                       Title:  Vice President

EX-1

                                                              Exhibit 1.2

                        CERTIFICATE OF DESIGNATIONS

                                    OF

                          SERIES A 12% CUMULATIVE
                              PREFERRED STOCK

                                    OF

                        CONTINENTAL AIRLINES, INC.

          Pursuant to Section 151 of the General Corporation Law
                         of the State of Delaware

     Continental Airlines, Inc., a Delaware corporation (the
"Corporation"), certifies that pursuant to the authority contained
in its Restated Certificate of Incorporation, and in accordance
with the provisions of Section 151 of the General Corporation Law
of the State of Delaware, its Board of Directors (the "Board of
Directors") adopted resolutions creating a series of its Preferred
Stock, $.01 par value, designated as Series A 12% Cumulative
Preferred Stock:

     RESOLVED, that a series of the class of authorized Preferred
Stock, $.01 par value, of the Corporation be, and it hereby is,
created, and that the designation and amount thereof and the voting
powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof (in addition to
the powers, designations, preferences and relative, participating,
optional or other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Corporation's
Restated Certificate of Incorporation that are applicable to the
Preferred Stock), are as follows:

     Section 1.  Designation and Amount.

     The shares of such series shall be designated as the "Series
A 12% Cumulative Preferred Stock" ("Series A 12% Preferred Stock")
and the number of shares constituting such series shall be
1,000,000, which number may be decreased and, but only for purposes
of Section 2(b) below, increased by the Board of Directors without
a vote of stockholders; provided, however, that such number may not
be decreased below the number of then currently outstanding shares
of Series A 12% Preferred Stock.

     Section 2.  Dividends and Distributions.

     (a)  The holders of shares of Series A 12% Preferred Stock, in
preference to the holders of shares of the Corporation's Class A
Common Stock, Class B Common Stock, Class C Common Stock and Class
D Common Stock, each par value $.01 per share (collectively, the
"Common Stock"), and to any other capital stock of the Corporation
ranking junior to Series A 12% Preferred Stock as to payment of
dividends, shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds of the Corporation legally
available for the payment of dividends, cumulative dividends
payable in cash, subject to Section 2(b), at the annual rate of $12
per share and, subject to the other provisions of this Section 2,
no more.  Dividends payable in respect of the outstanding shares of
Series A 12% Preferred Stock shall begin to accrue and be
cumulative from the respective dates of original issue of such
shares (which dates shall be reflected on the certificates
evidencing the same), and shall be payable in quarterly payments on
May 30, August 29, November 29, and March 1 (or, if any such day is
not a Business Day, as defined in Section 8, the Business Day next
preceding such day) in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date" and any dividend not
paid on such date either in cash or in additional shares of Series
A 12% Preferred Stock as provided herein being referred to herein
as "past due") for each of the fiscal quarters ended March 31, June
30, September 30 and December 31, respectively, commencing in
respect of each share of Series A 12% Preferred Stock on the first
Quarterly Dividend Payment Date which is at least seven days after
the date of original issue thereof; provided, however, that if any
applicable dividend payment or redemption payment is not made on a
Quarterly Dividend Payment Date or the date set for such
redemption, respectively, thereafter Series A 12% Preferred Stock
shall accrue additional dividends in respect of all such dividend
payments and redemption payments that are past due and unpaid at
(A) an annual rate of 12% or (B) such lesser rate as may be the
maximum rate that is permitted by applicable law (in either case
compounded quarterly), with the amount of such additional dividends
added to accrued dividend payments or redemption payments,
respectively, until all such dividend payments and redemption
payments shall have been paid in full (or declared and funds
sufficient therefor Set Apart for Payment, as defined in Section
8).

     (b)  To the extent Net Income, as defined below, for any
calendar quarter is less than the amount of the dividend due on all
outstanding shares of Series A 12% Preferred Stock on the Quarterly
Dividend Payment Date with respect to such calendar quarter,
dividends may be declared and paid, at the election of the Board of
Directors, in additional shares of Series A 12% Preferred Stock, to
the extent legally permissible, in lieu of declaration and payment
thereof in cash.  "Net Income" means earnings from operations
before interest and taxes, less interest on all debt instruments
(including capital leases), plus non-operating income, less non-
operating expenses, less income taxes (i) for so long as the
Corporation is required to file periodic reports under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as specified in the Corporation's Quarterly Report on Form 10-Q
required to be filed with respect to the fiscal quarter for which
Net Income is being determined or in the Corporation's unaudited
quarterly reports, which shall be prepared in accordance with
generally accepted accounting principles (except for the absence of
detailed notes or other exceptions customary for interim financial
statements), consistently applied (the "Corporation's Quarterly
Reports"), with respect to the fourth fiscal quarter in any year,
and (ii) during any period when the Corporation is not required to
file periodic reports under the Exchange Act, as specified in the
Corporation's Quarterly Reports.  In addition, notwithstanding the
provisions of Section 2(a) above, any dividend accumulating through
December 31, 1996 (payable March 1, 1997) shall be declared and
paid in additional shares of Series A 12% Preferred Stock, to the
extent legally permissible, in lieu of declaration and payment
thereof in cash.  The number of shares of Series A 12% Preferred
Stock to be issued in lieu of cash dividends shall be calculated
based on a value of $100 per share of Series A 12% Preferred Stock. 
The shares of Series A 12% Preferred Stock issued shall be fully
paid and non-assessable.  No certificates for fractional shares
shall be issued, and the Corporation shall round off any fractional
share to the next lower whole share amount.  In determining such
fractional shares, the Corporation shall aggregate all shares of
Series A 12% Preferred Stock held by a Registered Holder thereof. 
The Corporation shall pay, if there are funds legally available
therefor, to each holder in cash an amount equal to the value
(based on a $100 value per share) of any fractional share not
issued in accordance with this Section 2(b).

     (c)  The amount of dividends payable shall be determined on the
basis of twelve 30-day months and a 360-day year.  Dividends paid
on the shares of Series A 12% Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-
share-basis among all such shares at the time outstanding.  The
Board of Directors may fix a record date (a "Regular Record Date")
for the determination of holders of shares of Series A 12%
Preferred Stock entitled to receive payment of a dividend declared
thereon, which record date shall be no more than 60 days nor less
than ten days prior to the date fixed for the payment thereof.  Any
dividend declared by the Board of Directors as payable and
punctually paid or Set Apart for Payment on a Quarterly Dividend
Payment Date will be paid to the Persons, as defined in Section 8,
in whose names Series A 12% Preferred Stock is registered at the
close of business on the Regular Record Date set with respect to
that Quarter Dividend Payment Date (the "Registered Holders").  Any
dividend not so paid or Set Apart for Payment shall forthwith cease
to be payable to such Registered Holders and may be paid to the
Registered Holders at the close of business on the record date for
the payment of such defaulted dividends and interest to be fixed by
the Board of Directors (a "Special Record Date").  The Board of
Directors shall provide Registered Holders of Series A 12%
Preferred Stock not less than 10 days' prior notice of a Special
Record Date.  Subject to Section 2(b), all such payments shall be
made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and
private debts.

     (d)  The Registered Holder of any shares of Series A 12%
Preferred Stock, upon the Corporation's written request therefor
containing a reasonably complete description of the basis for such
request, shall reimburse the Corporation for any and all
withholding tax liabilities incurred by the Corporation in
connection with any dividends paid or distributions made
(including, without limitation, in connection with any redemption
of Series A 12% Preferred Stock) to such holder in respect of
Series A 12% Preferred Stock.  Each Registered Holder, by
acceptance of the certificate evidencing such holder's shares of
Series A 12% Preferred Stock, shall be deemed to have agreed to the
terms of this Section 2(d).

     (e)  The holders of shares of Series A 12% Preferred Stock
shall not be entitled to receive any dividends or other
distributions in respect of such shares of Series A 12% Preferred
Stock except as provided in these designations of Series A 12%
Preferred Stock.

     Section 3. Voting Rights.

     (a)  So long as any shares of Series A 12% Preferred Stock
shall be outstanding and unless the consent or approval of a
greater number of shares shall then be required by law, without
first obtaining the consent or approval of the holders of at least
a majority of the number of then-outstanding shares of Series A 12%
Preferred Stock, voting as a single class, given in person or by
proxy at a meeting at which the holders of such shares shall be
entitled to vote separately as a class, or by written consent, the
Corporation shall not:  (i) authorize or create any class or
series, or any shares of any class or series, of stock having any
preference or priority as to dividends or upon redemption,
liquidation, dissolution, or winding up over Series A 12% Preferred
Stock ("Senior Stock"); provided, however, that no such vote shall
be required with respect to the authorization or creation by the
Corporation of one or more series of Senior Stock if the proceeds
of the Corporation's issuance of such Senior Stock are sufficient,
and are used, to redeem all outstanding shares of Series A 12%
Preferred Stock; (ii) authorize or create any class or series, or
any shares of any class or series, of stock (other than the Series
A 8% Cumulative Preferred Stock) of the Corporation ranking on a
parity (either as to dividends or upon redemption, liquidation,
dissolution or winding up) with Series A 12% Preferred Stock
("Parity Stock"); provided, however, that no such vote shall be
required with respect to the authorization or creation by the
Corporation of one or more new series of Parity Stock if (A)(x) the
aggregate purchase price (excluding transaction-related expenses)
of all shares of each such series is equal to or greater than the
aggregate liquidation preference of all shares of such series, (y)
the aggregate liquidation preference (excluding accrued but unpaid
dividends) of all shares of all such series of Preferred Stock does
not exceed $25 million, and (z) shares of any such new series shall
be issued only to an employee stock ownership plan, employee stock
ownership trust or other similar arrangement organized and
maintained by the Corporation for the benefit of its employees or
(B) the proceeds of the Corporation's issuance of such Parity Stock
are sufficient, and are used, to redeem all outstanding shares of
Series A 12% Preferred Stock; (iii) reclassify, convert or exchange
any shares of stock of the Corporation into shares of Senior Stock
or Parity Stock; (iv) authorize any security exchangeable for,
convertible into, or evidencing the right to purchase any shares of
Senior Stock or Parity Stock; (v) amend, alter or repeal (by merger
or otherwise) the Corporation's Restated Certificate of
Incorporation, as it may be amended from time to time (the
"Restated Certificate of Incorporation") to alter or change the
preferences, rights or powers of Series A 12% Preferred Stock so as
to affect Series A 12% Preferred Stock adversely or (except for
purposes of Section 2(b) above) to increase the authorized number
of shares of Series A 12% Preferred Stock; or (vi) effect the
voluntary liquidation, dissolution or winding up of the
Corporation, or the sale, lease, conveyance or exchange of all or
substantially all of the assets, property or business of the
Corporation, or the merger or consolidation of the Corporation with
or into any other Person; provided, however, that, except as
otherwise specifically required by the Restated Certificate of
Incorporation, no separate vote of the holders of Series A 12%
Preferred Stock as a class shall be required in the case of such a
merger or consolidation or a sale, lease, conveyance or exchange of
all or substantially all of the assets, property or business of the
Corporation (a "reorganization") if (A)(i) the resulting, surviving
or acquiring Person will have after such reorganization no stock
either authorized or outstanding ranking (either as to dividends or
upon redemption, liquidation, dissolution or winding up) prior to,
or on a parity with, Series A 12% Preferred Stock or the stock of
the resulting, surviving or acquiring Person issued in exchange
therefor (except any stock of the Corporation authorized or
outstanding immediately preceding such reorganization ranking prior
to or on a parity with the Series A 12% Preferred Stock, as
aforesaid ("Grandfathered Stock"), or any stock of the resulting,
surviving or acquiring Person containing substantially the same
relative rights and preferences as any Grandfathered Stock and
issued in exchange therefor), and (ii) each holder of shares of
Series A 12% Preferred Stock immediately preceding such
reorganization will receive in exchange therefor the same number of
shares of stock, with substantially the same preferences, rights
and powers, of the resulting, surviving, or acquiring Person, or,
if the Corporation is the surviving Person and Series A 12%
Preferred Stock remains outstanding, without change to its
preferences, rights and powers, or (B) the Corporation redeems all
outstanding shares of Series A 12% Preferred Stock simultaneously
with the effectiveness of such merger, consolidation or
reorganization.

     (b)  Subject to compliance with Foreign Ownership Restrictions,
as defined in the Restated Certificate of Incorporation, whenever
(i) there shall have occurred nine (9) consecutive Quarterly
Dividend Payment Dates on which dividends payable on shares of
Series A 12% Preferred Stock pursuant to the terms of Section 2(a)
shall not have been paid in cash at the annual rate of $12 per
share or in additional shares of Series A 12% Preferred Stock in
accordance with Section 2(b) (a "Dividend Default"), (ii) the
Corporation shall have violated any of the covenants in Section 4
and such violation shall be continuing or (iii) the Corporation
shall not have redeemed shares of Series A 12% Preferred Stock
within five days of the date (a "Redemption Date") of any
redemption of which it has given, or is required to give, notice
pursuant to Section 5(c), regardless of whether there shall be
funds legally available to effect such redemption (a "Redemption
Default"), thereafter and until the third consecutive Quarterly
Dividend Payment Date on which dividends on Series A 12% Preferred
Stock shall  have been paid in cash (or in additional shares of
Series A 12% Preferred Stock in accordance with Section 2(b)) in
full (and no dividend arrearages shall exist on the Series A 12% 
Preferred Stock) (hereinafter a cure of such Dividend Default) or
such covenant shall have been complied with, or such redemption
shall have been performed or all funds necessary therefor Set Apart
for Payment, as the case may be, the holders of shares of Series A
12% Preferred Stock shall have the right, notwithstanding anything
to the contrary in the Restated Certificate of Incorporation or By-
Laws of the Corporation (the "By-Laws"), voting together as a
single class, to elect one director.  This right to elect a
director may be exercised at any annual meeting or at any special
meeting called for such purpose as hereinafter provided or at any
adjournments thereof, or by the written consent delivered to the
Secretary of the Corporation of the holders of a majority of all
outstanding shares of Series A 12% Preferred Stock as of the record
date of such written consent, until any Dividend Default or
Redemption Default shall have been cured, and any covenant
violation shall cease to be continuing, at which time the term of
office of the director so elected shall terminate automatically. 
So long as such right to vote continues (and unless such right has
been exercised by written consent of the holders of a majority of
the outstanding shares of Series A 12% Preferred Stock as herein
before authorized), the Secretary of the Corporation may call, and
upon the written request of the holders of record of a majority of
the outstanding shares of Series A 12% Preferred Stock addressed to
him or her at the principal office of the Corporation shall call,
a special meeting of the holders of Series A 12% Preferred Stock
for the election of a director as provided herein.  Such meeting
shall be held within 30 days after delivery of such notice to the
Secretary, at the place and upon the notice provided by law and in
the By-Laws or in the notice of meeting.  No such special meeting
or adjournment thereof shall be held on a date less than 30 days
before any annual meeting of stockholders or any special meeting in
lieu thereof.  If at any such annual or special meeting or any
adjournment thereof the holders of a majority of the then
outstanding shares of Series A 12% Preferred Stock entitled to vote
in such election shall be present or represented by proxy, or if
the holders of a majority of the outstanding shares of Series A 12%
Preferred Stock shall have acted by written consent in lieu of a
meeting with respect thereto, then the authorized number of
directors shall be increased by one and the holders of Series A 12%
Preferred Stock, voting as a class, shall be entitled to elect the
additional director.  The absence of a quorum of the holders of any
other class or series of capital stock of the Corporation at any
such annual or special meeting shall not affect the exercise by the
holders of Series A 12% Preferred Stock of their voting rights. 
The director so elected shall serve until the next annual meeting
or until his or her successor shall be elected and shall qualify,
unless the director's term of office shall have terminated under
the circumstances set forth in the second sentence of this Section
3(b).  If the director elected by the holders of Series A 12%
Preferred Stock as a class dies or becomes incapacitated, the
holders of Series A 12% Preferred Stock then outstanding and
entitled to vote for such director by written consent as herein
above provided, or at a special meeting of such holders called as
provided above, may elect his or her successor to hold office for
the unexpired term.  Holders of Series A 12% Preferred Stock shall
have the right to remove, with or without cause, any director
originally elected by such holders, upon the affirmative vote of a
majority of such holders by written consent as herein above
provided or at a special meeting of such holders called as provided
above.  The rights of the holders of Series A 12% Preferred Stock
to elect directors pursuant to the terms of this Section 3(b) shall
not be affected adversely by the voting or other rights applicable
to any other security of the Corporation.  All rights of holders of
Series A 12% Preferred Stock under this Section 3(b) shall be
subject to Foreign Ownership Restrictions. 

     (c)  Except as otherwise provided in this Certificate of
Designation of Series A 12% Cumulative Preferred Stock or in the
Restated Certificate of Incorporation, or as required by law, the
holders of shares of Series A 12% Preferred Stock shall have no
voting rights and their consent shall not be required for the
taking of any corporate action.

     Section 4.  Certain Restrictions.

     (a)  Whenever (i) dividends on shares of Series A 12% Preferred
Stock pursuant to the terms of Section 2(a) or 2(b) shall not have
been paid in full at or before 30 days following any Quarterly
Dividend Payment Date, or (ii) the Corporation shall have not
redeemed shares of Series A 12% Preferred Stock within five
Business Days of a Redemption Date, thereafter and until all
accrued and unpaid dividends, whether or not declared, shall have
been paid in full or all such redemption payments shall have been
made or all necessary funds for such redemption shall have been Set
Apart for payment, as the case may be, the Corporation shall not,
nor shall it permit any Subsidiary, as defined in Section 8, of the
Corporation to:  (A) declare or pay dividends, or make any other
distributions, on any shares of Common Stock or other capital stock
of the Corporation ranking  junior (either as to dividends or upon
redemption, liquidation, dissolution or winding up) to Series A 12%
Preferred Stock, other than dividends or distributions payable in
capital stock of the Corporation ranking junior to Series A 12%
Preferred Stock with respect to dividends and upon redemption,
liquidation, dissolution or winding up ("Junior Stock"); (B)
declare or pay dividends, or make any other distributions, on any
shares of Parity Stock, other than dividends or distributions
payable in Junior Stock or Parity Stock, except dividends paid
ratably on Series A 12% Preferred Stock and all Parity Stock on
which dividends are payable or in arrears, in proportion to the
total amounts to which the holders of all such shares are then
entitled; or (C) redeem or purchase or otherwise acquire for
consideration (other than Junior Stock) any shares of Junior Stock
or Parity Stock (other than, with respect to Parity Stock, ratably
with Series A 12% Preferred Stock).

     (b)  The Corporation shall not permit any of its Subsidiaries
to purchase or otherwise acquire for consideration any shares of
capital stock of the Corporation unless the Corporation, pursuant
to Section 4(a), could purchase or otherwise acquire such shares at
such time and in such manner.

     Section 5.  Redemption.

     (a)  The Corporation may redeem, in whole or in part, any
outstanding shares of Series A 12% Preferred Stock at any time, but
only out of funds legally available therefor, by paying therefor in
cash $100 per share plus an amount equal to all Accrued Dividends,
as defined in Section 8, thereon to the date of redemption (the
"Redemption Price").  If less than all outstanding shares of Series
A 12% Preferred Stock are to be redeemed, the Corporation shall
redeem shares pro rata among the holders thereof in accordance with
the respective numbers of shares of Series A 12% Preferred Stock
held by each of them.

     (b)  On April 27, 2003, the Corporation shall redeem all
outstanding shares of Series A 12% Preferred Stock, if any, but
only out of funds legally available therefor by paying the
Redemption Price therefor.

     (c) (i)  Notice of any redemption of shares of Series A 12%
Preferred Stock pursuant to this Section 5 shall be mailed not less
than 30, but not more than 60, days prior to the date fixed for
redemption to each holder of shares of Series A 12% Preferred Stock
to be redeemed, at such holder's address as it appears on the
transfer books of the Corporation.  In order to facilitate the
redemption of shares of Series A 12% Preferred Stock, the Board of
Directors may fix a record date for the determination of the
holders of shares of Series A 12% Preferred Stock to be redeemed,
not more than 60 days or less than 30 days prior to the date fixed
for such redemption.

     (ii)  Notice having been given pursuant to Section 5(c)(i),
from and after the date specified therein as the date of
redemption, unless default shall be made by the Corporation in
providing for the payment of the applicable redemption price, all
dividends on Series A 12% Preferred Stock thereby called for
redemption shall cease to accrue, and from and after the earlier of
(x) the date of redemption so specified, unless default shall be
made by the Corporation as aforesaid, and (y) the date (prior to
the date of redemption so specified) on which funds of the
Corporation sufficient for the payment of the Redemption Price
shall have been Set Apart for Payment thereof if the notice of
redemption shall state the intention of the Corporation so to
deposit such funds on a date specified in such notice, all rights
of holders thereof as stockholders of the Corporation, except the
right to receive the applicable Redemption Price (but without
interest), shall cease and terminate.  Any interest allowed on
moneys so deposited shall be paid to the Corporation.  Any moneys
so deposited which shall remain unclaimed by the holders of such
Series A 12% Preferred Stock at the end of six years after the
redemption date shall to the fullest extent permitted by law become
the property of, and be paid by such bank or trust company to, the
Corporation.  If the Corporation shall default in providing for the
redemption price as required pursuant to this Section 5, dividends
on such Series A 12% Preferred Stock shall continue to accrue and
be added to the required redemption payments as provided in Section
2(a).

     Section 6.  Reacquired Shares.

     Any shares of Series A 12% Preferred Stock redeemed, purchased
or otherwise acquired by the Corporation or any Subsidiary of the
Corporation in any manner whatsoever shall be retired promptly
after the acquisition thereof, and, if necessary to provide for the
lawful redemption or purchase of such shares, the capital
represented by such shares shall be reduced in accordance with the
General Corporation Law of the State of Delaware.  The Corporation
shall take all actions necessary so that all such shares become
authorized but unissued shares of Preferred Stock, $.01 par value,
of the Corporation and may be reissued as part of another series of
Preferred Stock, $.01 par value, of the Corporation subject to the
conditions or restrictions on authorizing or creating any class or
series, or any shares of any class or series, set forth in Section
3(a).

     Section 7.  Liquidation, Dissolution or Winding Up.

     (a)  If the Corporation shall liquidate, dissolve or wind up,
whether pursuant to federal bankruptcy laws, state laws or
otherwise, no distribution shall be made (i) to the holders of
shares of Junior Stock, unless prior thereto the holders of shares
of Series A 12% Preferred Stock shall have received $100 per share
plus an amount equal to all Accrued Dividends thereon to the date
if such payment or (ii) to the holders of shares of Parity Stock,
except distributions made ratably on Series A 12% Preferred Stock
and all such Parity Stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up of the Corporation.

     (b)  Neither the consolidation, merger or other business
combination or the Corporation with or into any other Person or
Persons, nor the sale, lease, exchange or conveyance of all or any
part of the property, assets or business of the Corporation to a
Person or Persons other than the holders of Junior Stock shall be
deemed to be a liquidation, dissolution or winding up of the
Corporation for purposes of this Section 7.


     Section 8.  Definitions.

     As used in these designations of Series A 12% Preferred Stock,
the following terms shall have the meanings indicated.

     "Accrued Dividends" to a particular date (the "Applicable
Date") means all unpaid dividends payable pursuant to Section 2(a)
or Section 2(b), whether or not declared, accrued to the Applicable
Date.

     "Affiliate" means any Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or
is under common control with the Person specified.

     "Business Day" means any day other than a Saturday, Sunday, or
a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

     "Person" means any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a
corporation, a partnership, a trust or other entity.

     "Set Apart for Payment" means, when used with respect to funds
of the Corporation to be used to pay dividends or effect
redemptions of shares of Series A 12% Preferred Stock, that the
funds of the Corporation to be used to pay dividends on or effect
redemptions of any shares of Series A 12% Preferred Stock to the
Corporation shall have irrevocably deposited with a bank or trust
company doing business in the Borough of Manhattan in The City of
New York, and having a capital and surplus of at least $50 million,
in trust for the exclusive benefit of the holders of shares of
Series A 12% Preferred Stock, funds sufficient to satisfy such
payment or redemption obligation.

     "Subsidiary" of any Person means any corporation or other
entity of which all the voting power  of the voting equity
securities or equity interest is owned, directly or indirectly, by
such Person.

     Section 9.  Rank.

     Series A 12% Preferred Stock will rank, with respect to
dividends and upon distribution of assets in liquidation,
dissolution or winding up, prior to the Common Stock and pari passu
with the Series A 8% Cumulative Preferred Stock of the Corporation.
                               *     *     *



     IN WITNESS WHEREOF, the undersigned officer of the Corporation
subscribes this Certificate of Designations of Series A 12%
Cumulative Preferred Stock and affirms that the statements made
herein are true under penalties of perjury this 30th day of June,
1995.

                            CONTINENTAL AIRLINES, INC.

                            By:__________________________
                                  Jeffery A. Smisek
                                   Senior Vice President 
                                   and General Counsel

ATTEST:

By:_____________________
     Scott R. Peterson
     Assistant Secretary