SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                            FORM 8-K



                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the 
                 Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported):  
                        December 10, 1996



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



   Delaware                0-09781                 74-2099724
(State or other          (Commission             (IRS Employer
jurisdiction of          File Number)          Identification No.)
incorporation)



2929 Allen Parkway, Suite 2010, Houston, Texas            77019
  (Address of principal executive offices)             (Zip Code)


                         (713) 834-2950
      (Registrant's telephone number, including area code)

Item 5.  Other Events.

On December 10, 1996, Continental Airlines, Inc. issued a press
release, which is filed herewith as Exhibit 99.1 and incorporated
herein by reference.


Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits

              99.1  Press Release


                            SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of
1934, Continental Airlines, Inc. has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                                   CONTINENTAL AIRLINES, INC.



                                   By /s/ Lawrence W. Kellner     
                                      Lawrence W. Kellner
                                      Executive Vice President and
                                        Chief Financial Officer

December 10, 1996

                                                     Exhibit 99.1


FOR IMMEDIATE RELEASE              
CONTACT: CORPORATE COMMUNICATIONS
         (713) 834-5080

CONTINENTAL AIRLINES ANNOUNCES 
PROPOSED SENIOR NOTES ISSUE

     HOUSTON, December 10, 1996 -- Continental Airlines, Inc.
(NYSE: CAI.B and CAI.A) announced today that it it has closed its
previously announced offering of $250 million of 9-1/2% Senior
Notes due December 15, 2001.  The net proceeds of the offering will
be used by the airline for general corporate purposes.

     The securities have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

                               ###