The following documents that have been filed with the Securities and Exchange Commission (the ACommission@ ) by Continental Airlines, Inc., a Delaware corporation (the ACompany@), are incorporated herein by reference and made a part hereof:

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the AExchange Act @), subsequent to the effective date of this registration statement, prior to the filing of a post-effective amendment to this registration statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded.

The supplemental benefit obligations registered hereunder (the AObligations@) are unsecured obligations of the registrant to pay supplemental benefits in the future in accordance with the terms of the Continental Airlines, Inc. Supplemental Savings Plan for Management Pilots (the APlan@), which is filed as Exhibit 4.3 to this registration statement, and the Continental Airlines, Inc. Supplemental Savings Plan for Management Pilots Trust Agreement (the ATrust Agreement@), which is filed as Exhibit 4.4 to this registration statement. Such exhibits set forth a description of the Obligations and are incorporated herein by reference in their entirety in response to this Item 4, pursuant to Rule 411(b)(3) under the Securities Act of 1933.

No participant under the Plan shall have any preferred claim to, or any beneficial ownership interest in, any assets that are subject to the Trust established by the Trust Agreement (the A Trust@). All such assets are subject to the claims of the creditors of the participant=s employer until they are paid out of the Trust to the participant in accordance with the terms of the Plan. The Plan provides that the Obligations of the registrant=s subsidiaries are separate and will be administered by separate sub-trusts for each subsidiary.

Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the ADGCL@), which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director=s fiduciary duty, except (i) for any breach of the director=s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The Amended and Restated Certificate of Incorporation and By-laws of the Company contain provisions eliminating the liability of directors to the extent permitted by Section 102(b)(7) of the DGCL.

The Company is empowered by Section 145 of the DGCL, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys= fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his or her being or having been a director, officer, employee or agent of the Company. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. Article V of the By-laws of the Company provides for mandatory indemnification of each of the Company=s directors and officers to the full extent permitted by the laws of the State of Delaware, as from time to time in effect. Indemnification of non-officer employees and agents of the Company may be provided if authorized by the Company's Chief Executive Officer and at least one of the President, Chief Financial Officer or General Counsel and to the extent permitted by the laws of the State of Delaware, from time to time in effect.

The Administrative Committee appointed by the President of the Company pursuant to the provisions of the Continental Airlines, Inc. 401(k) Savings Plan shall serve as the committee (the A Committee@) to administer the Plan. The officer members of the Committee and the Company shall be fully protected with respect to any action taken or suffered by their having relied in good faith upon certain parties, including the trustee of the Trust. No officer member of the Committee shall incur any liability for anything done or omitted by him or her except only liability for his or her gross negligence, willful misconduct or other breach of fiduciary responsibility under the provisions of the Employee Retirement Income Security Act of 1974, as amended from time to time. Any non-officer employee member of the Committee would be eligible for indemnification as described above.

(4) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant=s annual report pursuant to Section  13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan=s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

4.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4.1(a) to the Company=s Registration Statement on Form S-8 (No. 333-06993)).
4.2	By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company=s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).
*4.3	Continental Airlines, Inc. Supplemental Savings Plan for Management Pilots.
*4.4	Continental Airlines, Inc. Supplemental Savings Plan for Management Pilots Trust Agreement.
*5.1	Opinion of Executive Vice President and General Counsel.
*23.1	Consent of Ernst & Young LLP.
*23.2	Consent of Executive Vice President and General Counsel (included in Exhibit 5.1).
*24.1	Powers of Attorney (Gordon M. Bethune, Lawrence W. Kellner, Chris T. Kenny, Thomas J. Barrack, Jr., David Bonderman, Gregory D. Brenneman, Kirbyjon H. Caldwell, Patrick Foley, Douglas H. McCorkindale, George G.C. Parker, Richard W. Pogue, William S. Price, Donald L. Sturm, Karen Hastie Williams, Charles A. Yamarone).