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, 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.   The first sentence of Paragraph 1.2 of the Existing Agreement
is hereby amended to read in its entirety as follows:

     "From and after September 30, 1996, Company shall employ
     Executive in the position of President and Chief Operating
     Officer of Company, or in such other position or positions as
     the parties may mutually agree."

2.   A new sentence is hereby added as the last sentence of
Paragraph 1.3 of the Existing Agreement as follows:

     "Company shall, during the term of this Agreement, disclose or
     entrust trade secrets or confidential information to
     Executive, shall provide Executive the opportunity to develop
     business good will, or shall disclose or entrust business
     opportunities to Executive."

3.   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."

4.   A new Paragraph 4.8 is hereby added to the Existing Agreement
to read in its entirety as follows:

     "4.8  Covenant Not to Compete.  As part of the consideration
     for the compensation and benefits to be paid to Executive
     hereunder, in keeping with Executive's duties as a fiduciary,
     and to protect the trade secrets and confidential information
     of Company that will be disclosed to Executive, the business
     goodwill of Company that will be developed in Executive, or
     the business opportunities that will be disclosed or entrusted
     to Executive by Company, Company and Executive agree to the
     non-competition provisions of this paragraph 4.8.  Executive
     agrees that during the period of Executive's non-competition
     obligations hereunder, Executive will not, directly or
     indirectly for Executive or others, in any State, territory or
     protectorate of the United States in which Company is
     qualified to do business or in any foreign country in which
     Company has an office, station or branch as of the date of
     termination of Executive's employment with the Company, engage
     in an executive capacity in any business competitive with the
     business conducted by Company at the date of such termination.

           These non-competition obligations shall extend through
     June 6, 1999.  These non-competition obligations shall
     terminate and be inapplicable, however, if Executive's
     employment with the Company is terminated (A) by Company
     pursuant to paragraph 2.2(v), (B) by Executive pursuant to
     paragraphs 2.3(i), (ii), (iii), (iv), (v), or (vi), or (C) 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)."

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 30th day of September, 1996.

                                   CONTINENTAL AIRLINES, INC.



                                   By: _________________________
                                   Name:
                                   Title:


                                   EXECUTIVE


                                   _____________________________
                                       Gregory D. Brenneman