EXHIBIT 10.1

                       AMENDMENT TO EMPLOYMENT AGREEMENT


     This Amendment to Employment Agreement (this "Amendment") is
made by and between Continental Airlines, Inc., a Delaware
corporation ("Company"), and Gordon M.  Bethune ("Executive").

                                                        WITNESSETH:

     WHEREAS, Company and Executive are parties to that certain
Amended and Restated Employment Agreement dated as of November
15, 1995 (the "Existing Agreement"); and

     WHEREAS, the Human Resources Committee of the Board of
Directors of the Company, on April 17, 1996, authorized the
execution and delivery on behalf of the Company of this
Amendment; and

     WHEREAS, Company and Executive desire to amend the Existing
Agreement as hereinafter set forth;

     NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and obligations contained herein, Company and
Executive agree as follows:

1.  Paragraph 2.1 of the Existing Agreement is hereby amended to
read in its entirety as follows:

     2.1        Term.  Unless sooner terminated pursuant to other
     provisions hereof, Company agrees to employ Executive until
     June 6, 1999.  Said term of employment shall be extended
     automatically for successive three-year periods commencing
     June 6, 1999 and commencing as of the last day of each
     successive three-year period of time thereafter that this
     Agreement is in effect; provided, however, that if, prior to
     the date which is six months before June 6, 1999 or, with
     respect to subsequent periods, the last day of any such three-
     year term of employment, either party shall give written
     notice to the other that no such automatic extension shall
     occur, then Executive's employment shall terminate on June 6,
     1999 (or, with respect to subsequent periods, the last day of
     the three-year term of employment during which such notice is
     given)."

2.  Paragraph 4.3 of the Existing Agreement is hereby amended to
read in its entirety as follows:

     "4.3       By Executive.  If Executive's employment hereunder shall
     be terminated by Executive prior to expiration of the term
     provided in paragraph 2.1 hereof then, upon such termination,
     regardless of the reason therefor, all compensation and
     benefits to Executive hereunder shall terminate
     contemporaneously with the termination of such employment,
     except that the benefits described in paragraph 3.5 shall
     continue to be payable, Executive shall be provided Flight
     Benefits for the remainder of Executive's lifetime and, if
     such termination shall be pursuant to paragraphs 2.3(i), (ii),
     (iii), (iv), (v), or (vi) or for any reason whatsoever
     following the occurrence of a Change in Control (as such term
     is defined in the Incentive Plan, as amended by the Board of
     Directors on April 19, 1996 and in effect on such date), then
     Company shall provide Executive with the payments and benefits
     described in clauses (i) through (iv) of paragraph 4.1."

3.  Contemporaneously with his execution and delivery hereof,
Executive is executing and delivering to the Company a Waiver and
Amendment to Employee Stock Option Grant in the form previously
approved by the Human Resources Committee of the Board of
Directors of the Company.

4.  Company agrees to pay to Executive, contemporaneously with
his execution and delivery of this Amendment, the sum of
$1,572,500 in immediately available funds, by wire transfer to an
account or accounts previously designated by Executive.  Company
also agrees to make one or more charitable contributions in an
aggregate amount of $115,000, in the name of Executive, to such
charities (and in such amounts) as are designated by Executive in
writing, which contributions will be made within two weeks of
Executive's designation thereof.  Executive agrees that Company
may, out of any sums payable hereunder, withhold applicable
federal, state and local taxes.

5.  The Existing Agreement, as amended by this Amendment, is
hereby ratified and confirmed and shall continue in full force
and effect in accordance with its terms.


     IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the 19th day of April, 1996.


                                      CONTINENTAL AIRLINES, INC.


                                      By:  /s/ Jeffery A. Smisek
                                      Name:  Jeffery A. Smisek
                                      Title:  Senior Vice President


                                      EXECUTIVE


                                      /s/ Gordon M. Bethune
                                      Gordon M.  Bethune