EXHIBIT 10.4

                       THIRD AMENDMENT TO
                   CONTINENTAL AIRLINES, INC.
                   1994 INCENTIVE EQUITY PLAN


The Board of Directors of Continental Airlines, Inc., at a meeting
held on September 30, 1996, adopted the following resolution
amending the Continental Airlines, Inc. 1994 Incentive Equity Plan,
as amended:

          NOW THEREFORE, BE IT RESOLVED that, pursuant to the
     authority granted to this Board under Paragraph 15 of the
     Company's 1994 Incentive Equity Plan, as amended (the "Plan"),
     the first clause of Paragraph 5 of the Plan, and clause (a) of
     Paragraph 5 of the Plan, are hereby amended to read in their
     entirety as follows:

          "5.  Outside Director Stock Options.  Notwithstanding any
          other provision of the Plan, (A) each Outside Director
          shall automatically receive on the day of each annual
          stockholders meeting (and, if such director is first
          elected to the Board after September 1, 1996 other than
          at an annual stockholders meeting, on the later of (i)
          the date of such director's first election to the Board
          or (ii) September 30, 1996) a grant of options to
          purchase 5,000 shares of Common Stock, and (B) each
          Outside Director who was elected as a director of the
          Company on June 26, 1996 shall automatically receive, on
          September 30, 1996 (which shall be the date of grant
          thereof), a grant of options to purchase 2,000 shares of
          Common Stock, in each case in accordance with the
          following provisions:

          (a)  The Committee and Board shall have no discretion
          with respect to Outside Director Stock Options.  Each
          grant will be made with an Option Price equal to 100% of
          the Market Value per Share on the date of grant thereof."