SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13G/A
                                 (Rule 13d-102)


            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2(b)

                              (Amendment No.2)(1)

    THIS FILING IS MADE TO REPLACE SC13G/A #1 THAT SHOULD HAVE REPORTED 2.2%
                        BENEFICIAL OWNERSHIP AS FOLLOWS.

                           Continental Airlines, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                      Class B Common Stock, $.01 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   210795308
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 March 22, 2003
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

     [_] Rule 13d-1(b)

     [X] Rule 13d-1(c)

     [_] Rule 13d-1(d)


----------
(1)  The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934  or  otherwise  subject  to the  liabilities  of that
     section of the Act but shall be subject to all other  provisions of the Act
     (however, see the Notes).


CUSIP No.

          210795308

1.   NAME OF  REPORTING  PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Masters Capital Management, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                              (a) [_]
                                                              (b) [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Georgia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER



6.   SHARED VOTING POWER

     1,449,000

7.   SOLE DISPOSITIVE POWER



8.   SHARED DISPOSITIVE POWER

     1,449,000

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,449,000

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                  [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     2.2%

12.  TYPE OF REPORTING PERSON*

     OO

________________________________________________________________________________

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Michael Masters

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [_]
                                                             (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER



6.   SHARED VOTING POWER

     1,449,000

7.   SOLE DISPOSITIVE POWER



8.   SHARED DISPOSITIVE POWER

     1,449,000

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,449,000

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                  [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     2.2%

12.  TYPE OF REPORTING PERSON*

     IN

________________________________________________________________________________

CUSIP No.

          210795308

Item 1(a).  Name of Issuer:

            Continental Airlines, Inc.

            ____________________________________________________________________

Item 1(b).  Address of Issuer's Principal Executive Offices:

            1600 Smith Street
            Dept. HQSEO
            Houston, Texas 77002

            ____________________________________________________________________

Item 2(a).  Name of Persons Filing:

            Michael Masters
            Masters Capital Management, LLC

            ____________________________________________________________________

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            17 Church Street, 3rd Floor
            Christiansted, VI 00820

            ____________________________________________________________________

Item 2(c).  Citizenship:

            Michael Masters - United States of America
            Masters Capital Management, LLC - Georgia Limited Liability Company

            ____________________________________________________________________

Item 2(d).  Title of Class of Securities:

            Class B Common Stock, $.01 par value

            ____________________________________________________________________

Item 2(e).  CUSIP Number:

            210795308

            ____________________________________________________________________


Item 3.     If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [_]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.   Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          2.2% shares owned by Michael Masters and Masters Capital Management,
          LLC
          ______________________________________________________________________

     (b)  Percent of class:

          2.2% owned by Michael Masters and Masters Capital Management, LLC

          ______________________________________________________________________

     (c)  Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote 0
shares with sole power to vote or to direct the vote,

          (ii)  Shared power to vote or to direct the vote
1,449,000 shares with shared power to vote or to direct the vote,

          (iii)  Sole power to dispose or to direct the disposition of
0 shares with sole power to dispose or to direct the disposition of,

          (iv)  Shared power to dispose or to direct the disposition of
1,449,000 shares with shared power to dispose or to direct the disposition of.

Item 5.   Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].

          N/A
          ______________________________________________________________________


Item 6.   Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

          The Reporting Person has ceased to be the beneficial owner of more
          than 5 percent of the class of securities.
          ______________________________________________________________________


Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on by the Parent Holding Company or Control
          Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

          N/A
          ______________________________________________________________________


Item 8.   Identification and Classification of Members of the Group.

     If a group has filed this schedule  pursuant to  ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit  stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to  ss.240.13d-1(c) or  ss.240.13d-1(d),  attach an exhibit stating the
identity of each member of the group.

          N/A
          ______________________________________________________________________


Item 9.   Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

          N/A
          ______________________________________________________________________

Item 10.  Certifications.

          By signing  below I certify  that,  to the best of my and belief,  the
          securities  referred to above were not  acquired  and are not held for
          the  purpose  of or with the effect of  changing  or  influencing  the
          control of the issuer of the  securities and were not acquired and are
          not held in  connection  with or as a participant  in any  transaction
          having such purpose or effect.

                                   SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                        MASTERS CAPITAL MANAGEMENT, LLC

                                     (Date)

                                 March 22, 2003

                                  (Signature)

                            By: /s/ Michael Masters

                   ----------------------------------------
                                  (Name/Title)

                        Michael Masters, Managing Member

Note.  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).

                                                                       Exhibit A


                                   AGREEMENT

The undersigned  agree that this schedule 13G/A dated March 22, 2003 relating to
the Class B Common Stock of Continental Airlines,  Inc. shall be filed on behalf
of the undersigned.

                                           /s/ Michael Masters
________________________________________________________________________________

                                            Masters Capital Management, LLC
________________________________________________________________________________
                                            By:  /s/ Michael Masters
                                            Michael Masters, Managing Member






















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