FILED PURSUANT to RULE 424(B)(3) REGISTRATION NO

FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 333-571888 THIS PRELIMINARY PROSPECTUS SUPPLEMENT RELATES TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, BUT IT IS NOT COMPLETE AND MAY BE CHANGED. THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. PROSPECTUS SUPPLEMENT SUBJECT TO COMPLETION, DATED JUNE 12, 2001 (TO PROSPECTUS, DATED MARCH 23, 2001) $191,763,896 [CONTINENTAL AIRLINES LOGO] 2001-1 PASS THROUGH TRUSTS CLASS C PASS THROUGH CERTIFICATES, SERIES 2001-1 --------------------- THE CONTINENTAL AIRLINES CLASS C PASS THROUGH CERTIFICATES, SERIES 2001-1, ARE BEING OFFERED UNDER THIS PROSPECTUS SUPPLEMENT. THE CLASS A-1, A-2 AND B PASS THROUGH CERTIFICATES OF THE SAME SERIES WERE ISSUED ON APRIL 19, 2001 AND ARE NOT BEING OFFERED UNDER THIS PROSPECTUS SUPPLEMENT. THE CLASS C CERTIFICATES WILL RANK JUNIOR IN RIGHT OF DISTRIBUTIONS TO THE CLASS A-1, A-2 AND B CERTIFICATES. THE PROCEEDS FROM THE SALE OF CLASS C CERTIFICATES INITIALLY WILL BE HELD IN ESCROW, AS THE PROCEEDS FROM THE SALE OF THE CLASS A-1, A-2 AND B CERTIFICATES HAVE BEEN. A SEPARATE TRUST WILL BE ESTABLISHED FOR THE CLASS C CERTIFICATES AND HAS BEEN ESTABLISHED FOR EACH OF THE CLASS A-1, A-2 AND B CERTIFICATES. THE TRUSTS WILL USE THE ESCROWED FUNDS TO ACQUIRE EQUIPMENT NOTES. THE EQUIPMENT NOTES WILL BE ISSUED TO FINANCE THE ACQUISITION BY CONTINENTAL AIRLINES OF 21 NEW BOEING AIRCRAFT SCHEDULED FOR DELIVERY FROM OCTOBER 2001 TO JUNE 2002. THE AIRCRAFT WILL BE LEASED OR PURCHASED BY CONTINENTAL. PAYMENTS ON THE EQUIPMENT NOTES HELD IN EACH TRUST WILL BE PASSED THROUGH TO THE HOLDERS OF CERTIFICATES OF SUCH TRUST. THE EQUIPMENT NOTES ISSUED FOR EACH AIRCRAFT WILL HAVE A SECURITY INTEREST IN SUCH AIRCRAFT. INTEREST ON THE EQUIPMENT NOTES WILL BE PAYABLE SEMIANNUALLY ON EACH JUNE 15 AND DECEMBER 15 AFTER ISSUANCE, BEGINNING ON DECEMBER 15, 2001. PRINCIPAL PAYMENTS ON THE EQUIPMENT NOTES HELD FOR THE CLASS C CERTIFICATES ARE SCHEDULED ON JUNE 15 AND DECEMBER 15 IN CERTAIN YEARS, BEGINNING ON . LANDESBANK HESSEN-THURINGEN GIROZENTRALE WILL PROVIDE A LIQUIDITY FACILITY FOR THE CLASS C CERTIFICATES, AS IT HAS FOR THE OTHER CLASSES OF CERTIFICATES, IN EACH CASE IN AN AMOUNT SUFFICIENT TO MAKE THREE SEMIANNUAL INTEREST PAYMENTS. THE CERTIFICATES WILL NOT BE LISTED ON ANY NATIONAL SECURITIES EXCHANGE. INVESTING IN THE CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE S-18. --------------------- FINAL EXPECTED PRICE TO PASS THROUGH CERTIFICATES PRINCIPAL AMOUNT INTEREST RATE DISTRIBUTION DATE PUBLIC - -------------------------------------------- ------------------ --------------- ------------------- ------------ CLASS C..................................... $191,763,896 % JUNE 15, 2011 100% - ------------------ PLUS ACCRUED INTEREST, IF ANY, FROM THE DATE OF ISSUANCE. MORGAN STANLEY & CO. INCORPORATED WILL PURCHASE ALL OF THE CLASS C CERTIFICATES IF ANY ARE PURCHASED. THE AGGREGATE PROCEEDS FROM THE SALE OF THE CLASS C CERTIFICATES WILL BE $ . CONTINENTAL WILL PAY MORGAN STANLEY & CO. INCORPORATED A COMMISSION OF $ . DELIVERY OF THE CLASS C CERTIFICATES IN BOOK-ENTRY FORM ONLY WILL BE MADE ON OR ABOUT JUNE , 2001. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. MORGAN STANLEY DEAN WITTER JUNE , 2001. PRESENTATION OF INFORMATION These offering materials consist of two documents: (a) this Prospectus Supplement, which describes the terms of the certificates that we are currently offering, and (b) the accompanying Prospectus, which provides general information about our pass through certificates, some of which may not apply to the certificates that we are currently offering. The information in this Prospectus Supplement replaces any inconsistent information included in the accompanying Prospectus. We have given certain capitalized terms specific meanings for purposes of this Prospectus Supplement. The "Index of Terms" attached as Appendix I to this Prospectus Supplement lists the page in this Prospectus Supplement on which we have defined each such term. At various places in this Prospectus Supplement and the Prospectus, we refer you to other sections of such documents for additional information by indicating the caption heading of such other sections. The page on which each principal caption included in this Prospectus Supplement and the Prospectus can be found is listed in the Table of Contents below. All such cross references in this Prospectus Supplement are to captions contained in this Prospectus Supplement and not in the Prospectus, unless otherwise stated. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGE PAGE ---- ---- PROSPECTUS SUPPLEMENT SUMMARY...................S-4 Distribution Upon Occurrence of Triggering Summary of Terms of Certificates...............S-4 Event........................................S-44 Equipment Notes and the Aircraft...............S-5 Depositary....................................S-45 Loan to Aircraft Value Ratios..................S-6 DESCRIPTION OF THE ESCROW AGREEMENTS...........S-46 Cash Flow Structure............................S-7 DESCRIPTION OF THE LIQUIDITY FACILITIES........S-47 The Offering...................................S-8 General.......................................S-47 SUMMARY FINANCIAL AND OPERATING DATA...........S-15 Drawings......................................S-47 RISK FACTORS...................................S-18 Reimbursement of Drawings.....................S-50 Risk Factors Relating to the Company..........S-18 Liquidity Events of Default...................S-51 Risk Factors Relating to the Airline Liquidity Provider............................S-51 Industry.....................................S-19 DESCRIPTION OF THE INTERCREDITOR AGREEMENT.....S-52 Risk Factors Relating to the Certificates Intercreditor Rights..........................S-52 and the Offering.............................S-20 Priority of Distributions.....................S-53 USE OF PROCEEDS................................S-22 Voting of Equipment Notes.....................S-56 THE COMPANY....................................S-23 Addition of Trustee for Class D Domestic Operations...........................S-23 Certificates.................................S-57 International Operations......................S-24 The Subordination Agent.......................S-57 DESCRIPTION OF THE CERTIFICATES................S-26 DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS.S-58 General.......................................S-26 The Aircraft..................................S-58 Subordination.................................S-27 The Appraisals................................S-59 Payments and Distributions....................S-28 Deliveries of Aircraft........................S-60 Pool Factors..................................S-30 Substitute Aircraft...........................S-60 Reports to Certificateholders.................S-32 DESCRIPTION OF THE EQUIPMENT NOTES.............S-61 Indenture Defaults and Certain Rights Upon General.......................................S-61 an Indenture Default.........................S-33 Subordination.................................S-62 Purchase Rights of Certificateholders.........S-35 Principal and Interest Payments...............S-62 PTC Event of Default..........................S-35 Redemption....................................S-63 Merger, Consolidation and Transfer of Assets..S-35 Security......................................S-64 Modifications of the Pass Through Trust Loan to Value Ratios of Equipment Notes.......S-65 Agreements and Certain Other Agreements......S-36 Limitation of Liability.......................S-67 Obligation to Purchase Equipment Notes........S-38 Indenture Defaults, Notice and Waiver.........S-68 Possible Issuance of Class D Certificates.....S-41 Remedies......................................S-69 Liquidation of Original Trusts................S-42 Modification of Indentures and Leases.........S-71 Termination of the Trusts.....................S-42 Owner Participant's Right to Restructure......S-72 The Trustees..................................S-42 Indemnification...............................S-72 Book-Entry; Delivery and Form.................S-42 The Leases and Certain Provisions of the DESCRIPTION OF THE DEPOSIT AGREEMENTS..........S-44 Owned Aircraft Indentures....................S-72 General.......................................S-44 CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES...S-79 Unused Deposits...............................S-44 General.......................................S-79 TABLE OF CONTENTS (CONTINUED) PAGE PAGE ---- ---- Tax Status of the Trusts......................S-79 UNDERWRITING...................................S-85 Taxation of Certificateholders Generally......S-79 LEGAL MATTERS..................................S-86 Effect of Reallocation of Payments under the EXPERTS........................................S-86 Intercreditor Agreement......................S-81 INCORPORATION OF CERTAIN DOCUMENTS BY Dissolution of Original Trusts and Formation REFERENCE.....................................S-86 of New Trusts................................S-81 INDEX OF TERMS...........................APPENDIX I Sale or Other Disposition of the Certificates.S-82 APPRAISAL LETTERS.......................APPENDIX

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