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, as amended by Amendment to Employment Agreement dated as of
April 19, 1996 (the "Existing Agreement"); and

     WHEREAS, the Human Resources Committee of the Board of
Directors of the Company, on September 30, 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 and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Executive agree as follows:

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

     "(iv)  "Termination Payment" shall mean an amount equal to
     three times the sum of (1) Executive's annual base salary
     pursuant to paragraph 3.1 in effect immediately prior to
     Executive's termination of employment hereunder and (2) a
     deemed annual bonus which shall be equal to the Bonus
     Percentage of the amount described in clause (1) of this
     paragraph 4.7(iv).  The "Bonus Percentage" shall be a
     percentage equal to the annual percentage of base salary
     (i.e., 0% to 125%) paid or payable to a participant under the
     Company's Executive Bonus Program (and its predecessor or any
     successor plan or program) with respect to the most recent
     fiscal year ended prior to Executive's termination of
     employment; provided that, with respect to fiscal year 1996
     only, no amount attributable to the 25% cash bonus paid
     January 2, 1996 and approved by the Human Resources Committee
     of the Board of Directors of the Company at its meeting on
     November 2, 1995 shall be included in the Bonus Percentage."

2.   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 30th day of September, 1996.

                                   CONTINENTAL AIRLINES, INC.



                                   By: _________________________
                                   Name:
                                   Title:


                                   EXECUTIVE


                                   _____________________________
                                         Gordon M. Bethune