			  UNITED STATES OF AMERICA

		        DEPARTMENT OF TRANSPORTATION

			  OFFICE OF THE SECRETARY

			          WASHINGTON, D.C.

Issued by the Department of Transportation on December 19, 2002

NOTICE OF ACTION TAKEN -- DOCKET OST-2002-14001

________________________________________________________________________
___________________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  12/3/02, for:

XX Exemption for two years under 49 U.S.C. 40109 to provide the
following service:

Scheduled foreign air transportation of persons, property, and mail
between Memphis, Tennessee, and Mexico City, Mexico.  Continental also
seeks to combine this exemption authority with Continental’s other
exemption and certificate authority.  Continental states that it intends
to provide this service pursuant to a code-share arrangement with
Northwest Airlines, Inc.

Applicant rep:  R.  Bruce Keiner, Jr. (202) 624-2500  DOT Analyst: Linda
Lundell  (202) 366-2336

D I S P O S I T I O N

XX  Granted (See Conditions below)

The authority granted was effective when taken:  December 19, 2002 ,
through  December 19, 2004 .

Action taken by:	Paul L. Gretch, Director

			Office of International Aviation

XX  The authority granted is consistent with the aviation agreement
between the United States and Mexico.

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)

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___________

Special Conditions:  The U.S.-Mexico exemption authority granted is
subject to the dormancy notice requirements set forth in condition 7 of
Appendix A of Order 88-10-2 and is limited to operations conducted on a
code-share basis only.  Consistent with our standard practice, the
dormancy notice period will begin on Continental’s proposed startup
date of February 13, 2003.    

The route integration authority granted to Continental is subject to the
condition that any service provided under this exemption shall be
consistent with all applicable agreements between the United States and
the foreign countries involved.  Furthermore, (a) nothing in the award
of the route integration authority granted should be construed as
conferring upon Continental rights (including fifth-freedom intermediate
and/or beyond rights) to serve markets where U.S. carrier entry is
limited unless Continental notifies the Department of its intent to
serve such a market and unless and until the Department has completed
any necessary carrier selection procedures to determine which carrier(s)
should be authorized to exercise such rights); (b) should there be a
request by any carrier to use the limited-entry route rights that are
included in Continental’s authority by virtue of the route integration
exemption granted here, but that are not then being used by Continental,
the holding of such authority by route integration will not be
considered as providing any preference for Continental in a competitive
carrier selection proceeding to determine which carrier(s) should be
entitled to use the authority at issue.

________________________________________________________________________
________________________________________

On the basis of data officially noticeable under Rule 24(g) of the
Department’s regulations, we found the applicant qualified to provide
the services authorized.

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 application 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 Part 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.

											10/2002

 To assure compliance with all applicable U.S. Government requirements
concerning security, the holder should, before commencing any new
service (including charter flights) to or from a foreign airport, inform
its Principal Security Inspector of its plans.

