CERTIFICATE OF ELIMINATION

                                          OF

                           8% CUMULATIVE PREFERRED STOCK AND

                           12% CUMULATIVE PREFERRED STOCK OF

                              CONTINENTAL AIRLINES, INC.

               Pursuant to Section 151(g) of the General Corporation Law
                               of the State of Delaware

           Continental Airlines, Inc., a Delaware corporation (the
"Corporation"), certifies that pursuant to the authority contained in its
Restated Certificate of Incorporation, and in accordance with the provisions
of Section 151(g) of the General Corporation Law of the State of Delaware,
its Board of Directors has adopted the following resolutions to the effect
that all outstanding shares of the Corporation's 8% Cumulative Preferred
Stock, $.01 par value each (the "8% Cumulative Preferred Stock"), and 12%
Cumulative Preferred Stock, $.01 par value each (the "12% Cumulative
Preferred Stock"), be acquired by the Corporation, and that upon such
acquisition, no shares of the 8% Cumulative Preferred Stock and the 12%
Cumulative Preferred Stock shall be issued or reissued by the Corporation:

           RESOLVED, that all shares of 8% Cumulative Preferred Stock and 12%
      Cumulative Preferred Stock acquired by the Corporation pursuant to the
      8% Preferred Exchange and the 12% Preferred Exchange be retired; and

           RESOLVED, that upon the retirement of all outstanding shares of the
      8% Cumulative Preferred Stock and the 12% Cumulative Preferred Stock, the
      Corporation shall not issue any additional shares of 8% Cumulative
      Preferred Stock or 12% Cumulative Preferred Stock, and that the
      Corporation file with the Secretary of State of the State of Delaware a
      certificate to the foregoing effect, which certificate, pursuant to
      Section 151(g) of the Delaware General Corporation Law, shall have the
      effect of eliminating from the Corporation's Restated Certificate of
      Incorporation the certificates of designation with respect to the 8%
      Cumulative Preferred Stock and the 12% Cumulative Preferred Stock,
      respectively, and shall return the retired shares of 8% Cumulative
      Preferred Stock and 12% Cumulative Preferred Stock to the status of
      authorized but unissued Preferred Stock of the Corporation.

           The Corporation further certifies that all outstanding shares of the
8% Cumulative Preferred Stock and the 12% Cumulative Preferred Stock have
been repurchased by the Corporation, that no shares of the 8% Cumulative
Preferred Stock and the 12% Cumulative Preferred Stock are outstanding as of
the date hereof, and that no shares of the 8% Cumulative Preferred Stock and
the 12% Cumulative Preferred Stock will be issued or reissued from and after
the date hereof.

                                     *     *     *

           IN WITNESS WHEREOF, the undersigned officer of the Corporation
subscribes to this Certificate of Elimination of 8% Cumulative Preferred
Stock and 12% Cumulative Preferred Stock and affirms that the statements made
herein are true under penalties of perjury as of this 30th day of June, 1995.

                                             CONTINENTAL AIRLINES, INC.



                                             By:__________________________
                                                Name:
                                                Title: