Prospectus Supplement


The Prospectus dated August 13, 1996, relating to the offer for
resale of up to $200,650,000 aggregate principal amount of the
Continental Airlines, Inc. 6-3/4% Convertible Subordinated Notes
due April 15, 2006 is hereby supplemented as follows:

1)   "Goldman, Sachs & Co." is added after the comma that follows
     the word "Corporation", and prior to the word "Lehman", on
     page 38 in the third sentence of the second paragraph under
     the heading "Selling Holders."  

2)   "Goldman, Sachs & Co." is added to the table of Selling
     Holders on page 39 with a Principal Amount of Registered
     Notes held as of July 15, 1996 of $16,301,000.

3)   "ICI American Holdings" is added to the table of Selling
     Holders on page 39 with a Principal Amount of Registered
     Notes held as of July 15, 1996 of $450,000.

4)   "Zeneca Holdings" is added to the table of Selling Holders
     on page 39 with a Principal Amount of Registered Notes held
     as of July 15, 1996 of $450,000.

5)   The Principal Amount of Registered Notes held as of July 15,
     1996 in the row labeled "State Employees' Retirement Fund of
     the State of Delaware" in the table of Selling Holders on
     page 39 is reduced from $1,145,000 to $900,000.

6)   "WAFRA Discretionary Fund" is added to the table of Selling
     Holders on page 39 with a Principal Amount of Registered
     Notes held as of July 15, 1996 of $180,000.

7)   The Principal Amount of Registered Notes held as of July 15,
     1996 in the row labeled "SAIF Corporation" in the table of
     Selling Holders on page 39 is reduced from $1,945,000 to
     $720,000.

8)   The Principal Amount of Registered Notes held as of July 15,
     1996 in the row labeled "Oregon Equity Fund" in the table of
     Selling Holders on page 39 is reduced from $1,800,000 to
     $1,575,000.

9)   The name of "How & Co." in the table of Selling Holders on
     page 39 is changed to the name of "Nalco Chemical Co."

10)  The amount in the row labeled "Any other holder of Notes or
     future transferee from any such holder" on page 40 of the
     table of Selling Holders is reduced from $90,014,700 to
     $74,328,700.

11)  An additional footnote with respect to Goldman, Sachs & Co.
     is added on page 40 stating:  "As of August 12, 1996,
     Goldman, Sachs & Co. beneficially owned $12,177,000 in
     aggregate principal amount of Registered Notes."

12)  The footnotes numbered (6), (7) and (10) on page 40 with
     respect to the holdings of SAIF Corporation, Oregon Equity
     Fund and State Employees' Retirement Fund of the State of
     Delaware, respectively, are deleted in their entirety.



   The date of this Prospectus Supplement is August 19, 1996.