	

                   UNITED STATES OF AMERICA

            DEPARTMENT OF TRANSPORTATION

                    OFFICE OF THE SECRETARY

                             WASHINGTON, DC

Issued by the Department of Transportation on May 29, 2002

NOTICE OF ACTION TAKEN -- DOCKET OST-98-4364

__________________________________________________________________

This serves as notice to the public of the action described below, taken
by the Department official indicated (no additional confirming order
will be issued in this matter).

Application of      Continental Airlines, Inc.    filed  5/1/2002 in
Docket OST-98-4364  for:

XX  Renew exemption under 49 U.S.C. § 40109 to provide the following
service:

Scheduled foreign air transportation of persons, property, and mail
between any point or points in the United States, and any point or
points in Japan under a code-share arrangement with Northwest Airlines,
Inc., consistent with the provisions of the U.S.-Japan Memorandum of
Understanding entered into force on April 20, 1998.

Applicant reps:    R. Bruce Keiner (202) 624-2615     DOT Analyst:  
Gerald Caolo  (202) 366-2406

		

D I S P O S I T I O N

XX  Granted, subject to conditions (see below)

The above action was effective when taken:   May 29, 2002,  through   
May 29, 2004

Action taken by:   Paul L. Gretch, Director	

		    Office of International Aviation	

XX   The authority granted is consistent with the April 20, 1998
Memorandum of Understanding (MOU) between the United States and Japan.

Except to the extent exempted or waived, this authority is subject to
the terms, conditions, and limitations indicated:     	XX  Holder's
certificates of public convenience and necessity

	XX  Standard Exemption Conditions (attached)

	XX  The U.S.-Japan Memorandum of Understanding effective April 20, 1998

(See Reverse Side)

_______________________________________________________________________
_____________________

Special Conditions:  The authority granted was made subject to the
following conditions:

(a) The exemption authority granted to Continental is subject to the
condition that all operations provided under the authority are operated
on a code-share basis with Northwest Airlines and that all such
operations are conducted within the level of services authorized by the
1998 Memorandum of Understanding for U.S.-Japan same-country code-share
services.

(b) The code-sharing operations conducted under this authority must
comply with 14 CFR Part 257 of the Department’s regulations and any
amendments to the Department’s regulations concerning code-share
arrangements that may be adopted, and are expressly conditioned upon the
requirements that the subject foreign air transportation be sold in the
name of the carrier holding out such service in computer reservation
systems and elsewhere; that the carrier selling such transportation
(i.e., the carrier shown on the ticket) accept all obligations
established in its contract of carriage with the passenger; and that the
passenger liability of the operating carrier be unaffected.

(c) The code-sharing services conducted under this authority are
specifically conditioned so that neither Northwest nor Continental shall
give any force or effect to any contractual provisions between
themselves that are contrary to these conditions.

________________________________________________________________________
_________________

Under authority assigned by the Department in its regulations, 14 CFR
Part 385, we found that

(1) our action was consistent with Department policy; (2) grant of the
exemption authority was consistent with the public interest; and (3)
grant of the authority would not constitute a major regulatory action
under the Energy Policy and Conservation Act of 1975.  To the extent not
granted, we denied all requests in the referenced Docket.  We may amend,
modify, or revoke the authority granted in this Notice at any time
without hearing at our discretion.

Persons entitled to petition the Department for review of the action set
forth in this Notice under the Department’s regulations, 14 CFR
§385.30, may file their petitions within seven (7) days after the date
of issuance of this Notice.  This action was effective when taken, and
the filing of a petition for review will not alter such effectiveness.

An electronic version of this document is available on the World Wide
Web at:

http://dms.dot.gov//reports/reports_aviation.asp

								APPENDIX A

U.S. CARRIER

Standard Exemption Conditions

In the conduct of operations authorized by the attached notice, the
applicant(s) shall:

(1)  Hold at all times effective operating authority from the government
of each country served;

(2)  Comply with applicable requirements concerning oversales contained
in 14 CFR 250 (for scheduled operations, if authorized);

(3)  Comply with the requirements for reporting data contained in 14 CFR
241;

(4)  Comply with requirements for minimum insurance coverage, and for
certifying that coverage to the Department, contained in 14 CFR 205;

(5)  Except as specifically exempted or otherwise provided for in a
Department Order, comply with the requirements of 14 CFR 203, concerning
waiver of Warsaw Convention liability limits and defenses;

(6)  Comply with the applicable requirements of the Federal Aviation
Administration Regulations and with all U.S. Government requirements
concerning security; and

(7)  Comply with such other reasonable terms, conditions, and
limitations required by the public interest as may be prescribed by the
Department of Transportation, with all applicable orders and regulations
of other U.S. agencies and courts, and with all applicable laws of the
United States.

The authority granted shall be effective only during the period when the
holder is in compliance with the conditions imposed above.

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