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)   "Public Employees' Retirement Association of Colorado" is
     added to the table of Selling Holders on page 39 with a
     Principal Amount of Registered Notes owned as of April 8,
     1997 of $2,000,000.

    The date of this Prospectus Supplement is April 16, 1997.



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