Prospectus Supplement filed under Rule 424(b)(3)
Registration No. 333-04601
Prospectus Supplement
The Prospectus dated July 23, 1996, relating to the offering for
resale of the 8 1/2% Convertible Trust Originated Preferred
SecuritiesSM (the "Preferred Securities"), liquidation amount $50
per Preferred Security, which represent preferred undivided
beneficial interests in the assets of Continental Airlines Finance
Trust, a statutory business trust formed under the laws of the
State of Delaware and the shares of Class B common stock, par value
$.01 per share of Continental Airlines, Inc., a Delaware
corporation, issuable upon conversion of the Preferred Securities
is hereby supplemented as follows:
1) The phrase "as of July 15, 1996" is inserted following the
word "Holder" and prior to the word "that" in the first
sentence of the second paragraph on page 59, under the heading
"Selling Holders".
2) The name of "NatWest Securities Corporation #2" in the table
of Selling Holders on page 59 is changed to the name of
"NatWest Securities Ltd."
3) "Prudential Securities, Inc." is added to the table of Selling
Holders beginning on page 59 with a number of Preferred
Securities held as of July 15, 1996 of 50,000.
4) "Highbridge International, LDC." is added to the table of
Selling Holders beginning on page 59 with a number of
Preferred Securities held as of July 15, 1996 of 20,000.
5) "Putnam Capital Appreciation Fund" is added to the table of
Selling Holders beginning on page 59 with a number of
Preferred Securities held as of July 15, 1996 of 16,400.
6) "Children's Hospital Corporation Pension Plan" is added to the
table of Selling Holders beginning on page 59 with a number of
Preferred Securities held as of July 15, 1996 of 3,500.
7) "Children's Hospital Corporation Maintenance Employee Pension
Plan" is added to the table of Selling Holders beginning on
page 59 with a number of Preferred Securities held as of July
15, 1996 of 100.
The date of this Prospectus Supplement is September 26, 1996.