Prospectus Supplement filed under Rule 424(b)(3)
Registration No. 333-07899
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) "BT Securities Corporation" is added to the table of Selling
Holders on page 39 with a Principal Amount of Registered
Notes owned as of December 19, 1996 of $575,000. Bankers
Trust Company, an affiliate of BT Securities Corporation is
the Agent and a lender under a credit facility with
Continental Micronesia, Inc., a 91% subsidiary of
Continental Airlines, Inc., and is the trustee under the
indenture relating to the 6-3/4% Convertible Subordinated
Notes. BT Securities Corporation and its affiliates have
performed other investment banking and banking services for
Continental Airlines, Inc. and/or its affiliates in the
past, for which they received customary compensation, and
may in the future provide such services.
2) The Principal Amount of Registered Notes held by "HBK Main
Street Investments L.P." is increased as of December 23,
1996 to $14,315,000.
3) The Principal Amount of Registered Noted held by "HBK
Securities Ltd." is increased as of December 23, 1996 to
$5,185,000.
The date of this Prospectus Supplement is December 23, 1996.