| Exhibit 10.12(b) |
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**AMENDMENT TOEMPLOYMENT AGREEMENT**

            **THIS AMENDMENT TO EMPLOYMENT AGREEMENT** (this“Amendment”) is made by and between **EXPRESSJET HOLDINGS, INC.**, a Delaware corporation (“Company”),and **JAMES B. REAM** (“Executive”). 

**W I T N E S S E T H:**

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            **WHEREAS**, Company and Executive and ContinentalAirlines, Inc., a Delaware corporation (“Continental”) previously entered into that certain Employment Agreement, datedas of April 17, 2002 and amended as of April 24, 2002 (the “Agreement”), setting forth the terms of Executive'semployment with Company;

            **WHEREAS**, the parties now desire to modify theAgreement with this Amendment, effective as of April 1, 2005 (the “Effective Date”); and

            **WHEREAS**, this Amendment does not affect the rights orduties of Continental, and the approval of Continental is not required with respect to this Amendment;

            **NOW THEREFORE**, for and in consideration of the mutualpromises, covenants and obligations contained herein, Company and Executive hereby agree as follows:

            1.*        *Defined Terms.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such termsin the Agreement.

            2.         The firstsentence of Section 3.1 of the Agreement is hereby amended to read in its entirety as follows:

            “During the period of this Agreement, Executive shallreceive a minimum annual base salary equal to the greater of (i) $320,000.00 or (ii) such amount as Company and Executive mutuallymay agree upon from time to time.”

            3.        Continuing Effectiveness of Agreement.   Except as expressly provided herein to the contrary, the Agreement shallremain unaffected and shall continue in full force and effect after the date hereof.

            4.        Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separatecounterparts (including counterparts delivered by telecopy), and all of said counterparts taken together shall be deemed toconstitute one and the same instrument.  Any such counterpart delivered by telecopy shall be effective as an original for allpurposes. 

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            **IN WITNESS WHEREOF**, the parties hereto have executedthis Amendment as of the 14th day of March, 2005, to be effective as of the Effective Date.

|         |                                                       | ExpressJet Holdings, Inc. By: /s/ Scott R.Peterson                              Scott R. Peterson Vice President and General Counsel |
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|                                       |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                   |
|                                       |                                                                                                                                                                                                                                                                                                                           | “Executive” By: /s/ James B.Ream                                 James B. Ream                            |

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