EXHIBIT 10.4

                     AMENDMENT TO EMPLOYMENT AGREEMENT


      This Amendment to Employment Agreement (this "Amendment")
is made by and between Continental Airlines, Inc., a Delaware
corporation ("Company"), and ________________ ("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 for a
      four-year period beginning on the Effective Date."

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 (as such term is defined in paragraph 4.7) 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), then Company shall provide Executive with the
      payments and benefits described in clauses (a), (c) and (d)
      of paragraph 4.2."

3.  Paragraph 4.7(ii) of the Existing Agreement is hereby amended
to read in its entirety as follows:

      "(ii)  "Change in Control" shall have the meaning assigned
      to such term in the Incentive Plan (as amended by the Board
      of Directors on April 19, 1996 and in effect on such
      date);"

4.  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.

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:______________________________
                                  Name:
                                  Title:


                                  EXECUTIVE


                                  __________________________________