			  UNITED STATES OF AMERICA

		        DEPARTMENT OF TRANSPORTATION

			  OFFICE OF THE SECRETARY

			          WASHINGTON, D.C.

Issued by the Department of Transportation on May 18, 2004   

NOTICE OF ACTION TAKEN -- DOCKET OST-2004-16972

________________________________________________________________________
_____________________________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).

Joint Application of CONTINENTAL AIRLINES, INC., and AEROVIAS DE MEXICO,
S.A., DE C.V. (AEROMEXICO),  filed 1/26/04, and supplemented on 4/8/04,
for:

Exemption authority for Continental and its affiliate to engage in
scheduled foreign air transportation of persons, property, and mail
between points in the United States and points within Mexico beyond
Continental’s authorized Mexican gateway points for transborder
services for the purpose of blind-sector code-sharing services operated
between the Mexican gateway points and other points within Mexico on
flights operated by Aeromexico.  Continental also requests authority to
integrate this exemption authority with Continental’s other existing
exemption and certificate authority.  The joint applicants request that
this exemption authority be granted for a period of two years.

Exemption authority for Aeromexico and its affiliate to engage in
scheduled foreign air transportation of persons, property, and mail
between points in Mexico and points within the United States beyond
Aeromexico’s authorized U.S. gateway points for transborder services
for the purpose of blind-sector code-sharing services operated between
the U.S. gateway points and other points within the United States and
Canada on flights operated by Continental; and exemption authority to
engage in scheduled foreign air transportation of persons, property, and
mail in the following transborder markets:  Houston-Aguascalientes,
Houston-Leon/Guanajuato, Houston-Chihuahua, Houston-Cozumel,
Houston-Guadalajara, Houston-Manzanillo, Houston-Merida,
Houston-Morelia, Houston-Mazatlan, Houston-Puerto Vallarta, Houston-San
Jose del Cabo, Houston-San Luis Potosi, Houston-Saltillo,
Houston-Tampico, Houston-Torreon, Houston-Veracruz,
Houston-Villahermosa, Houston-Ixtapa/Zihuatanejo, New
York/Newark-Cozumel, and New York/Newark-San Jose del Cabo.  The joint
applicants request that this exemption authority be granted for a period
of one year.

Statements of authorization for Continental and its affiliate to display
Aeromexico’s “AM*” designator code on flights operated by
Continental (1) within the United States and between the United States
and Canada beyond Aeromexico’s authorized United States gateways for
the carriage of Aeromexico’s authorized Mexico-U.S./Canada traffic;
and (2) in the following transborder markets: Houston-Acapulco,
Houston-Aguascalientes, Houston-Leon/Guanajuato, Houston-Cancun,
Houston-Chihuahua, Houston-Cozumel, Houston-Guadalajara,
Houston-Manzanillo, Houston-Mexico City, Houston-Merida,
Houston-Monterrey, Houston-Morelia, Houston-Mazatlan, Houston-Puerto
Vallarta, Houston-San Jose del Cabo, Houston-San Luis Potosi,
Houston-Saltillo, Houston-2

Tampico, Houston-Torreon, Houston-Veracruz, Houston-Villahermosa,
Houston-Ixtapa/Zihuatanejo, New York/Newark-Acapulco, New
York/Newark-Cancun, New York/Newark-Cozumel, New York/Newark-Mexico
City, New York/Newark-Puerto Vallarta, New York/Newark-San Jose del
Cabo.  The joint applicants request that the statements of authorization
be granted for an indefinite period.  

Statements of authorization for Aeromexico and its affiliate to display
Continental’s “CO*” designator code on flights operated by
Aeromexico (1) within Mexico beyond Continental’s authorized Mexican
gateways for the carriage of Continental’s authorized U.S.-Mexico
traffic; and (2) in the following transborder markets: Houston-Mexico
City and Houston-Monterrey.  The joint applicants also request special
authorization pursuant to Part 216 of the Department’s regulations for
Aeromexico and its affiliate to the extent necessary for
Aeromexico/Aerolitoral to commingle Mexico-Canada traffic not in foreign
air transportation on the same services that carry U.S.-Mexico traffic
that is in foreign air transportation.  The joint applicants request
that the Part 212 statements of authorization and Part 216 special
authorizations be granted for an indefinite period.

The code-share partners provide a listing of specific code-share routes
that they intend, initially, to serve under this arrangement (see
attachments).  

Responsive Pleadings:

The City of Houston and the Greater Houston Partnership filed an answer
in support of the application.  No other responses were received.

Applicant reps: R. Bruce Keiner, Jr. (CO) (202) 624-2615 and William C.
Evans (AM) (202) 861-6459  

DOT Analyst:   Linda L. Lundell (202) 366-2336

D I S P O S I T I O N

1.  We grant exemption authority to Continental and ExpressJet, to the
extent necessary, to provide scheduled foreign air transportation of
persons, property, and mail between points in the United States and
points within Mexico beyond Continental/ExpressJet’s authorized
Mexican gateway points for transborder services, for the purpose of
blind-sector code-sharing services operated between the Mexican gateway
points and other points within Mexico on services operated by
Aeromexico, and authority to integrate this exemption authority with
Continental/ ExpressJet’s current certificate and exemption authority;

2.  We grant exemption authority to Aeromexico, to the extent necessary,
to provide scheduled foreign air transportation of persons, property,
and mail between points in Mexico and points in the United States beyond
Aeromexico’s authorized U.S. gateway points for transborder services,
for the purpose of blind-sector code-sharing services operated between
the U.S. gateway points and other points within the United States and
Canada on services operated by Continental/ExpressJet;

3.  We grant to Continental and ExpressJet statements of authorization
under Part 212 of the Department’s regulations to display the airline
designator code of Aeromexico, on all flights operated by
Continental/ExpressJet within the United States beyond Aeromexico’s
authorized United States gateways for the carriage of Aeromexico’s
authorized Mexico-U.S. traffic;

4.  We grant to Aeromexico, a statement of authorization under Part 212
of the Department’s regulations to display the airline designator code
of Continental/ExpressJet on all flights operated by Aeromexico within
Mexico beyond Continental/ExpressJet’s authorized Mexican gateways for
the carriage of Continental/ExpressJet’s authorized U.S.-Mexico
traffic;

5.  We grant to Aeromexico a statement of authorization under Part 212
of the Department’s regulations to display the airline code of
Continental/ExpressJet on all flights operated by Aeromexico in the
Houston-Mexico City and Houston-Monterrey transborder markets for the
carriage of Continental/ExpressJet’s authorized traffic;

6.  We grant exemption authority to Aeromexico, to the extent necessary,
to provide scheduled foreign air transportation of persons, property,
and mail between the following city-pair markets: 
Houston-Aguascalientes, Houston-Leon/Guanajuato, Houston-Chihuahua,
Houston-Cozumel, Houston-Guadalajara, Houston-Manzanillo,
Houston-Merida, Houston-Morelia, Houston-Mazatlan, Houston-Puerto
Vallarta, Houston-San Jose del Cabo, 							3

Houston-San Luis Potosi, Houston-Saltillo, Houston-Tampico,
Houston-Torreon, Houston-Veracruz, Houston-Ixtapa/Zihuatanejo, New
York/Newark-Cozumel, and New York/Newark-San Jose del Cabo;

7.  We grant to Continental and ExpressJet statements of authorization
under Part 212 of the Department’s regulations to display the airline
code of Aeromexico on all flights operated by Continental/ExpressJet in
the following transborder markets for the carriage of Aeromexico’s
authorized traffic: Houston-Acapulco, Houston-Aguascalientes,
Houston-Cancun, Houston-Leon/Guanajuato, Houston-Chihuahua,
Houston-Cozumel, Houston-Guadalajara, Houston-Manzanillo,
Houston-Merida, Houston-Mexico City, Houston-Monterrey, Houston-Morelia,
Houston-Mazatlan, Houston-Puerto Vallarta, Houston-San Jose del Cabo,
Houston-San Luis Potosi, Houston-Saltillo, Houston-Tampico,
Houston-Torreon, Houston-Veracruz, Houston-Ixtapa/Zihuatanejo, New
York/Newark-Acapulco, New York/Newark-Cancun, New York/Newark-Cozumel,
New York/Newark-Mexico City, New York/Newark-Puerto Vallarta, and New
York/Newark-San Jose del Cabo;

8.  We grant to Continental and ExpressJet, to the extent necessary,
statements of authorization under Part 212 of the Department’s
regulations to display the airline code of Aeromexico on all flights
operated by Continental/ExpressJet between Aeromexico’s authorized
U.S. gateways and beyond to points in Canada (for the carriage of
Aeromexico’s authorized beyond-U.S. traffic on a blind-sector basis);

9.  We grant, to the extent necessary, special authorization to
Aeromexico, under Part 216 of the Department’s regulations, to provide
the blind-sector service proposed between Aeromexico’s authorized U.S.
gateways and beyond to points in Canada (for the carriage of
Aeromexico’s authorized Mexico-U.S. traffic in combination with
Mexico-third country traffic (no local traffic rights between the United
States and Canada));

10.  We defer on the request for exemption authority, along with Part
212 and Part 216 authority, for Aerolitoral (see remarks, below);

11.  We defer on the request for exemption authority to Aeromexico, to
the extent necessary, to provide scheduled foreign air transportation of
persons, property, and mail between Houston, Texas, and Villahermosa,
Mexico (see remarks, below);

12.  We defer on the request for Part 212 statement of authorization to
Continental and ExpressJet to display the airline code of Aeromexico on
all flights operated by Continental/ExpressJet between Houston, Texas,
and Villahermosa, Mexico (see remarks, below);

13.  The statements of authorization granted above are effective
immediately and shall remain in effect indefinitely, subject to the
conditions outlined below;  

14.  The exemption authority granted above to Continental and ExpressJet
is effective immediately for a period of two years from the date of this
notice, subject to the conditions outlined below;

15.  The exemption authority and special authorization (Part 216)
granted above to Aeromexico is effective immediately for a period of one
year from the date of this notice, subject to the conditions outlined
below;

16.  We dismiss the request for longer-term authority under Part 216 for
Aeromexico (see remarks, below); and

17.  All of the exemption authority granted by this Notice is limited to
operations conducted on a code-share basis only.

Action taken by:	Paul L. Gretch, Director 

			Office of International Aviation

XX  The authority granted is consistent with the aviation agreement,
comity and reciprocity, and/or the overall aviation relationship between
the United States and the foreign countries involved.

Except to the extent exempted or waived, this authority is subject to
the terms, conditions, and limitations indicated: 	 

	XX   Continental and ExpressJet’s certificates of public convenience
and necessity

	XX   Aeromexico’s foreign air carrier permits

	XX   Standard Exemption Conditions (attached)

4

Additional Conditions:

The route integration authority granted to Continental/ExpressJet is
subject to the following conditions:  

The carriers are 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/ExpressJet
rights (including fifth-freedom intermediate and/or beyond rights) to
serve markets where U.S. carrier entry is limited unless
Continental/ExpressJet 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/ExpressJet’s authority by virtue of the route
integration exemption granted here, but that are not then being used by
Continental/ExpressJet, the holding of such authority by route
integration will not be considered as providing any preference for
Continental/ExpressJet in a competitive carrier selection proceeding to
determine which carrier(s) should be entitled to use the authority at
issue.

The code-share operations authorized are subject to the following
conditions:

 The respective statements of authorizations will remain in effect only
as long as (i) the subject U.S. carriers and the subject Mexican-flag
carrier continue to hold the necessary underlying authority to operate
the code-share services at issue, and (ii) the code-share and/or
alliance agreement providing for the code-share operations remains in
effect; 

  The subject U.S. carriers and/or the subject Mexican-flag carrier must
notify the Department (Office of International Aviation, Room 6412), by
letter, no later than 30 days before they begin any new beyond gateway
code-share service under the blanket beyond-gateway code-share services
authorized by this action.  Such notice shall identify the market(s) to
be served, which carrier will be operating the aircraft in the
code-share market added, and the date on which the service will begin. 
Such notices must be filed in Docket OST-2004-16972; 

 The subject U.S. carriers and/or the subject Mexican-flag carrier must
promptly notify the Department (Office of International Aviation) if the
code-share agreement is no longer effective or if the carriers decide to
cease operating all or a portion of the approved code-share services. 
(Such notice should be filed in Docket OST-2004-16972);

  The code-sharing operations conducted under this authority must comply
with 14 CFR 257 and with any amendment to the Department’s regulations
concerning code-share arrangements that may be adopted.  Notwithstanding
any provisions in the contract between the carriers, our approval here
is 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 responsibility for the entirety of the code-share journey for all
obligations established in its contract of carriage with the passenger;
and that the passenger liability of the operating carrier be unaffected;
and the operating carrier shall not permit the code of its U.S.
code-sharing partner to be carried on any flight that enters, departs,
or transits the airspace of any area for whose airspace the Federal
Aviation Administration has issued a flight prohibition; 

(e)  The authority granted here is specifically conditioned so that
neither the subject U.S. carriers nor the subject

       Mexican-flag carrier shall give any force or effect to any
contractual provisions between themselves that are

       contrary to these conditions.

5

Remarks:

	Authority for Aerolitoral

In the joint application filed, the carriers state that Continental will
perform an oversight review of Aerolitoral’s operations and submit a
copy of that certification to the Department.  While this review is
being completed, the applicants have orally advised the Department that
they wish to proceed with that portion of the application involving
services that have been reviewed (Continental/ExpressJet/Aeromexico). 
Under these circumstances, we will defer action on that portion of the
application that involves proposed code-share services with Aerolitoral
until further notice.

	Term of Authority

The applicants also request, among other things, that Aeromexico be
granted special authorization under Part 216 for an indefinite period. 
Consistent with our standard policy, we have granted the subject special
authorization for a one-year period, and have dismissed the request for
longer-term authority.

	Deferral on Houston-Villahermosa

We have deferred, until further notice, on the applicants’ request for
authority to provide code-share services in the Houston-Villahermosa
market pending receipt of the necessary security clearances.

________________________________________________________________________
_______

On the basis of data officially noticeable under Rule 24(g) of the
Department’s regulations, we found the applicants 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, deferred, or dismissed, 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



			ATTACHMENT

Page 1 of 5

U.S.-MEXICO TRANSBORDER CODE-SHARE SERVICES

INITIALLY PROPOSED MARKETS WHERE THE “AM” CODE WILL BE PLACED ON
CONTINENTAL/EXPRESSJET FLIGHTS 

(Both the U.S. and Mexican code-share partners already held the
requisite underlying authority needed to conduct the services proposed):


Houston-Acapulco

Houston-Cancun

Houston-Mexico City

Houston-Monterrey

		New York/Newark-Acapulco

		New York/Newark-Cancun

		New York/Newark-Mexico City

		New York/Newark-Puerto Vallarta

INITIALLY PROPOSED MARKETS WHERE THE “AM” CODE WILL BE PLACED ON
CONTINENTAL/EXPRESSJET FLIGHTS 

(Continental/ExpressJet already hold the requisite underlying authority
to conduct the code-share services proposed.  Aeromexico receives new
underlying authority by this Notice to conduct the services proposed):

Houston-Aguascalientes

Houston-Leon/Guanajuato

Houston-Chihuahua

Houston-Cozumel

Houston-Guadalajara 

Houston-Manzanillo

Houston-Merida

Houston-Morelia

Houston-Mazatlan

Houston-Puerto Vallarta

Houston-San Jose del Cabo

		Houston-San Luis Potosi

 		Houston-Saltillo

		Houston-Tampico

Houston-Torreon

		Houston-Veracruz

		Houston-Ixtapa/Zihuatanejo

		New York/Newark-Cozumel

		New York/Newark-San Jose del Cabo



			ATTACHMENT

Page 2 of 5

U.S.-MEXICO TRANSBORDER CODE-SHARE SERVICES

INITIALLY PROPOSED MARKETS WHERE CONTINENTAL/EXPRESSJET/AEROMEXICO WILL
PROVIDE RECIPROCAL CODE-SHARE SERVICES 

(CO* code on Aeromexico flights and AM* code on Continental/ExpressJet
flights)

(Both the U.S. and Mexican code-share partners already hold the
requisite underlying authority needed to conduct the services proposed):


  

			Houston-Mexico City

			Houston-Monterrey



			ATTACHMENT

Page 3 of 5

INTRA-MEXICO CODE-SHARE SERVICES

INITIALLY PROPOSED MARKETS WHERE THE “CO” CODE WILL BE PLACED ON
AEROMEXICO FLIGHTS BETWEEN CONTINENTAL/EXPRESSJET AUTHORIZED MEXICAN
GATEWAYS AND:1 

Culiacan

Monclova

Hermosillo

Oaxaca

Tapachula



			ATTACHMENT

Page 4 of 5

INTRA-U.S. CODE-SHARE SERVICES

INITIALLY PROPOSED MARKETS WHERE THE “AM” CODE WILL BE PLACED ON
CONTINENTAL/EXPRESSJET FLIGHTS BETWEEN AEROMEXICO’S AUTHORIZED U.S.
GATEWAYS AND:2 

Beaumont, TX

Houston (Ellington Field), TX

Lake Charles, LA	

Brownsville, TX

Baton Rouge, LA

Harlingen, TX

McAllen, TX

Laredo, TX

Midland/Odessa, TX



ATTACHMENT

Page 5 of 5

THIRD-COUNTRY CODE-SHARE SERVICES

INITIALLY PROPOSED MARKETS WHERE THE “AM” CODE WILL BE PLACED ON
CONTINENTAL/EXPRESSJET FLIGHTS BETWEEN AEROMEXICO’S AUTHORIZED U.S.
GATEWAYS AND:3 

Quebec, Canada

U.S. Carrier Exemption Conditions

In the conduct of the operations authorized, the U.S. carrier
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 all applicable requirements of the Federal Aviation
Administration and with all applicable U.S. Government requirements
concerning security, including, but not limited to, 49 CFR Part 1544. 
To assure compliance with all applicable U.S. Government requirements
concerning security, the holder shall, before commencing any new service
(including charter flights) to or from a foreign airport, contact its
International Principal Security Inspector (IPSI) to advise the IPSI of
its plans and to find out whether the Transportation Security
Administration has determined that security is adequate to allow such
airport(s) to be served; 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.

Foreign Carrier Exemption Conditions

In the conduct of the operations authorized, the foreign carrier
applicant(s) shall:

(1)  Not conduct any operations unless it holds a currently effective
authorization from its homeland for such operations, and it has filed a
copy of such authorization with the Department;

(2)  Comply with all applicable requirements of the Federal Aviation
Administration, including, but not limited to, 14 CFR Parts 129, 91, and
36, and with all applicable U.S. Government requirements concerning
security, including, but not limited to, 49 CFR Part 1546 or 1550, as
applicable.  To assure compliance with all applicable U.S. Government
requirements concerning security, the holder shall, before commencing
any new service (including charter flights) from a foreign airport that
would be the holder’s last point of departure for the United States,
contact its International Principal Security Inspector (IPSI) to advise
the IPSI of its plans and to find out whether the Transportation
Security Administration has determined that security is adequate to
allow such airport(s) to be served;

(3)  Comply with the requirements for minimum insurance coverage
contained in 14 CFR Part 205, and, prior to the commencement of any
operations under this authority, file evidence of such coverage, in the
form of a completed OST Form 6411, with the Federal Aviation
Administration’s Program Management Branch (AFS-260), Flight Standards
Service (any changes to, or termination of, insurance also shall be
filed with that office);

(4)  Not operate aircraft under this authority unless it complies with
operational safety requirements at least equivalent to Annex 6 of the
Chicago Convention;

(5)  Conform to the airworthiness and airman competency requirements of
its Government for international air services;

(6)  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;

(7)  Agree that operations under this authority constitute a waiver of
sovereign immunity, for the purposes of 28 U.S.C. 1605(a), but only with
respect to those actions or proceedings instituted against it in any
court or other tribunal in the United States that are: (a)  based on its
operations in international air transportation that, according to the
contract of carriage, include a point in the United States as a point of
origin, point of destination, or agreed stopping place, or for which the
contract of carriage was purchased in the United States; or (b)  based
on a claim under any international agreement or treaty cognizable in any
court or other tribunal of the United States.  In this condition, the
term "international air transportation" means "international
transportation" as defined by the Warsaw Convention, except that all
States shall be considered to be High Contracting Parties for the
purpose of this definition;

(8)  Except as specifically authorized by the Department, originate or
terminate all flights to/from the United States in its homeland;

(9)  Comply with the requirements of 14 CFR Part 217, concerning the
reporting of scheduled, nonscheduled, and charter data;

(10) If charter operations are authorized, except as otherwise provided
in the applicable aviation agreement, comply with the Department's rules
governing charters (including 14 CFR Parts 212 and 380); and

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

This authority shall not be effective during any period when the holder
is not in compliance with the conditions imposed above.  Moreover, this
authority cannot be sold or otherwise transferred without explicit
Department approval under Title 49 of the U.S. Code.

   Specifically, the joint applicants in this application are as
follows:  Continental and its affiliate ExpressJet Airlines, Inc., d/b/a
Continental Express (ExpressJet), and Aeromexico and its affiliate and
code-share partner, Aerolitoral, S.A. de C.V. (Aerolitoral).  The joint
applicants state that flights designated as Continental flights in the
instant application will be operated by Continental or by ExpressJet. 
The joint applicants also state that Aeromexico seeks authority in the
instant application on behalf of itself and on behalf of Aerolitoral. 
However, for reasons set forth in the Remarks below, we are deferring on
that portion of the application that involves proposed code-share
services with Aerolitoral.

 The supplement contained information that had been redacted from the
copy of the code-share agreement that the joint applicants had
previously submitted with their application.  We would also note that on
May 14, 2004, the joint applicants filed a letter in Docket
OST-2004-16972 to clarify that they were not requesting exemption
authority for Continental to operate code-share flights beyond its
Mexican gateways, or for Aeromexico to operate code-share flights beyond
its U.S. gateways. 

   Aeromexico already holds underlying authority to provide foreign air
transportation services of persons, property, and mail between: 
Houston-Acapulco, Houston-Cancun, Houston-Mexico City,
Houston-Monterrey, New York/Newark-Acapulco, New York/Newark-Cancun, New
York/Newark-Mexico City, New York/Newark-Puerto Vallarta (markets that
the applicants also propose to serve under this arrangement).

   Authority granted by this notice is subject to the conditions
outlined below; see also remarks, below.

   We expect this notification to be received within 10 days of such
non-effectiveness or of such decision.

   By letter dated February 10, 2004, Continental advised the Department
that Aeromexico was audited by Continental in accordance with the
Foreign Code Share Safety Program approved for use by Continental and
that Aeromexico met all applicable ICAO standards.  And, by memorandum
dated April 6, 2004, the Federal Aviation Administration (FAA) advised
the Department that it had completed its review of the proposed
code-share arrangement between Continental and Aeromexico and interposed
no objection to the request.  

1   We note that the blanket beyond-gateway code-share authority granted
by this Notice is subject to the 30-day notice provision discussed in
the body of this Notice.  Thus, the carriers will be required to file
such notice should the code-share partners decide to institute new
code-share services in markets not listed here.

2   We note that the blanket beyond-gateway code-share authority granted
by this Notice is subject to the 30-day notice provision discussed in
the body of this Notice.  Thus, the carriers will be required to file
such notice should the code-share partners decide to institute new
code-share services in markets not listed here.

3    We note that the blanket beyond-gateway code-share authority
granted by this Notice is subject to the 30-day notice provision
discussed in the body of this Notice.  Thus, the carriers will be
required to file such notice should the code-share partners decide to
institute new code-share services in markets not listed here.

05/2004

