EXHIBIT 10.2

                      AMENDMENT TO EMPLOYMENT AGREEMENT


     This Amendment to Employment Agreement (this "Amendment") is
made by and between Continental Airlines, Inc., a Delaware
corporation ("Company"), and Gregory D. Brenneman ("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
             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 and a Waiver and
Amendment to Restricted Stock Grant in the forms thereof
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
$776,562.50 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 $700,000, 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/ Gregory D. Brenneman
                                        Gregory D. Brenneman