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.
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(Name of Issuer)
Class B Common Stock, $.01 par value
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(Title of Class of Securities)
210795308
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(CUSIP Number)
March 22, 2003
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(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)
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(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
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(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
02115.0001 #393180