UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 20, 2005

CONTINENTAL AIRLINES, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

1-10323

74-2099724

(Commission File Number)

(IRS Employer Identification No.)

1600 Smith Street, Dept. HQSEO, Houston, Texas

77002

(Address of Principal Executive Offices)

(Zip Code)

(713) 324-2950

(Registrant's Telephone Number, Including Area Code)

______________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Effective as of April 1, 2005, we implemented an enhanced profit sharing program for employees. The new program, which will be in place through 2009, creates an award pool for employees equal to 30% of the first $250 million of pre-tax net income, 25% of the next $250 million and 20% of amounts over $500 million, subject to certain adjustments. Half of the profit-sharing pool will be allocated to employees based on the relative share of pay and benefit concessions of each work group and the other half will be allocated based on the relative wages of each work group. All Continental employees who participate in the company's pay and benefit cost reduction initiative (other than employees who participate in our management or officer bonus programs and certain non-U.S. employees) will participate in the plan. A copy of the Enhanced Profit Sharing Plan is filed herewith as Exhibit 99.1.

Item 2.02   Results of Operations and Financial Condition

On April 20, 2005, we issued a press release announcing our financial results for the first quarter of 2005. The press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

    1. Exhibits

 

99.1

Enhanced Profit Sharing Plan

 

99.2

First Quarter Earnings Press Release

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Continental Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CONTINENTAL AIRLINES, INC.

 

 

April 20, 2005

By   /s/ Jennifer L. Vogel 

 

        Jennifer L. Vogel

 

        Senior Vice President, General Counsel
  and Secretary

   

 

 

EXHIBIT INDEX

99.1

Enhanced Profit Sharing Plan

99.2

First Quarter Earnings Press Release