<PAGE> 1                                
                                
                                
                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM 10-Q



[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 1997.


[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period From _________  to __________  .


Commission file number 1-12175.



                 The SABRE Group Holdings, Inc.
     (Exact name of registrant as specified in its charter)

        Delaware                            75-2662240
    (State or other                      (I.R.S. Employer
      jurisdiction                      Identification No.)
   of incorporation or
     organization)
                                   
 4255 Amon Carter Blvd.                          
   Fort Worth, Texas                           76155
 (Address of principal                      (Zip Code)
   executive offices)
                                   
Registrant's telephone number,including area code(817) 931-7300
              
                                   
                                   
                         Not Applicable
(Former name, former address and former fiscal year, if changed
                       since last report)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X       No  .

                                
                                

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.


Class A Common Stock, $.01 par value - 23,413,793 as of May 7, 1997

Class B Common Stock, $.01 par value -107,374,000 as of May 7, 1997


<PAGE> 2

                                 INDEX

                    THE SABRE GROUP HOLDINGS, INC.
                                   
                                   


PART I:   FINANCIAL INFORMATION


Item 1.  Financial Statements

  Consolidated Balance Sheet -- March 31, 1997 and December 31, 1996
  
  Consolidated Statement of Income -- Three months ended March 31,1997
  and 1996
  
  Condensed Consolidated Statement of Stockholders' Equity
 
  Consolidated Statement of Cash Flows -- Three months ended March 31,
  1997 and 1996
  
  Notes to Condensed Consolidated Financial Statements -- March  31, 1997
  
Item  2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations


PART II:  OTHER INFORMATION


Item 1.  Legal Proceedings

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other information

  Pro forma Consolidated Statement of Income -- Three months ended
  March 31, 1996
  
Item 6.  Exhibits and Reports on Form 8-K


SIGNATURE

<PAGE> 3

                    PART 1.  FINANCIAL INFORMATION
Item 1.  Financial Statements

THE SABRE GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited) (In thousands, except per share data)

<TABLE>
<CAPTION>
                                             March 31,     December 31,
                                               1997            1996
Assets
<S>                                          <C>            <C>   
Current Assets                                             
  Cash and cash equivalents                  $   4,991      $ 15,992
  Short-term investments                       471,721       426,945
  Accounts receivable, net                     238,605       197,015
  Prepaid expenses                              13,607        13,630
  Deferred income taxes                         34,208        40,946
    Total current assets                       763,132       694,528
                                                           
Property and Equipment                                     
  Buildings and leasehold improvements         305,442       298,740
  Furniture, fixtures and equipment             25,211        24,403
  Service contract equipment                   557,465       545,302
  Computer equipment                           371,941       356,506
                                             1,260,059     1,224,951
  Less accumulate depreciation and
  amortization                                (688,382)     (665,884) 
    Total property and equipment               571,677       559,067
                                                           
Other assets, net                               40,262        33,488
                                            $1,375,071    $1,287,083
                                                                
Liabilities and Stockholders' Equity                       
                                                           
Current Liabilities
  Accounts payable                          $   94,448    $   96,622
  Accrued compensation and related benefits     38,040        55,547
  Other accrued liabilities                    124,612       110,391
  Payable to affiliates                         38,289        27,267
    Total current liabilities                  295,389       289,827
                                                           
Deferred income taxes                           46,440        43,077
Other postretirement benefits                   55,428        50,070
Other liabilities                               23,264        16,595
Debenture payable to AMR                       317,873       317,873
Commitments and contingencies                              
                                                           
Stockholders' Equity                                       
 Preferred Stock:$0.01 par value;20,000
 shares authorized;no shares issued                ---           ---
  Common stock                                             
    Class A:$0.01 par value; 250,000                 
    shares authorized; 23,404 issued
    and outstanding at March 31, 1997              234           234

    Class B:$0.01 par value;107,374                
    shares authorized; 107,374 issued
    and outstanding at March 31, 1997            1,074         1,074 

  Additional paid-in capital                   592,236       591,885
  Retained earnings (deficit)                   43,133       (23,552)
    Total stockholders' equity                 636,677       569,641
                                            $1,375,071    $1,287,083

</TABLE>
                                                        

The accompanying notes are an integral part of these financial statements.

<PAGE> 4

THE SABRE GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                            Three Months Ended                    
                                                 March 31,                        
                                             1997        1996                              
<S>                                        <C>        <C>                                             
Revenues                    
  Electronic travel distribution           $308,115    $295,539
  Information technology solutions          131,515     132,305                       
    Total revenues                          439,630     427,844                       
                                                                                                 
Operating expenses          
  Cost of revenues                                                                               
    Electronic travel distribution           196,965    184,792                                   
    Information technology solutions          99,424     95,644                                    
  Selling, general and administrative         35,454     31,817                                    
    Total operating expenses                 331,843    312,253                                   
Operating income                             107,787    115,591                       
                                                                                     
Other income (expense)                                                               
  Interest income                              5,503      2,342                        
  Interest expense                            (4,647)    (1,774)                       
  Other - net                                    701     (1,606)                       
                                               1,557     (1,038)
Income before provision for income                                                           
  taxes                                      109,344    114,553
   Provision for income taxes                 42,659     44,566                        
Net earnings                                $ 66,685   $ 69,987
                                                                                     
Earnings per common share data
  Pro forma earnings per common share                  $   .54
  Earnings per common share                 $    .51
  Common and common equivalent shares                                                                 
   used in per share calculations            130,773    130,604

</TABLE>
    
The accompanying notes are an integral part of these financial statements.


<PAGE> 5
THE SABRE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1997
(Unaudited) (In thousands)

<TABLE>

                               Class A   Class B                   Retained      
                               Common    Common      Additional   (Deficit)
                               Stock     Stock     Paid-in Capital Earnings
<S>                            <C)      <C>         <C>           <C>         
Balance at December 31, 1996   $  234   $ 1,074     $ 591,885     $ (23,552)
Net earnings                      ---       ---           ---        66,685
Issuance  of Class  A  Common                                  
Stock pursuant to stock option,
 restricted stock incentive, and
 stock purchase plans             ---       ---           351           ---
                                                               
Balance at March 31, 1997     $   234   $ 1,074     $ 592,236     $  43,133
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> 6
THE SABRE GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In thousands)
<TABLE>
<CAPTION>
       
                                                 Three Months Ended
                                                      March 31,
                                                 1997          1996
<S>                                             <C>           <C>
Operating Activities                                        
Net earnings                                    $66,685       $69,987
Adjustments to reconcile net earnings to cash               
  provided by operating activities                                      
  Depreciation and amortization                  44,176        43,163
  Deferred income taxes                          10,101           ---
  Other                                            (486)        1,839
  Changes in operating assets and liabilities               
    Accounts receivable                         (41,590)      (63,956)
    Prepaid expenses                                 23        (1,435)
    Other assets                                  1,597         1,005
    Accrued compensation and related benefits   (17,507)      (18,916)
    Accounts payable and other accrued 
     liabilities                                 12,047         4,517
    Payable to affiliates                        11,022           ---
    Postretirement benefits                       5,358         1,334
    Other liabilities                             6,669         1,833
     Cash provided by operating activities       98,095        39,371
                                                            
Investing Activities                                        
  Additions to property and equipment           (60,674)      (38,023)
  Net increase in short-term investments        (44,776)          ---
  Other investing activities, net                (5,558)       (4,549)
  Proceeds from sale of equipment                 1,634         2,587
     Cash used for investing activities        (109,374)      (39,985)
                                                                            
Financing Activities                                        
  Proceeds from issuance of common stock             93           ---
  Proceeds from exercise of stock options           185           ---
     Cash provided by financing activities          278           ---
                                                            
Decrease in cash and cash equivalents           (11,001)         (614)
                                              
Cash and cash equivalents at beginning
  of the period                                  15,992        94,861
Cash and cash equivalents at end of the 
  period                                      $   4,991      $ 94,247
                                                            
Supplemental cash flow information                          
  Cash payments to affiliates for income        $17,452       $44,566
    taxes
  Cash payments to affiliates for interest      $12,161       $  ---

</TABLE>                                              
The accompanying notes are an integral part of these financial statements.

<PAGE> 7
THE SABRE GROUP HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.  General Information

  The SABRE Group Holdings, Inc. is a holding company.  Its sole direct 
  subsidiary is The SABRE Group, Inc., which, pursuant to the Reorganization
  (as  defined  below), is the successor to the businesses of The SABRE Group
  which were previously operated as subsidiaries or divisions of American
  Airlines, Inc.("American") or AMR Corporation ("AMR").  The SABRE Group was
  formed by AMR to capitalize on synergies of combining AMR's information 
  technology businesses under common management.  Unless otherwise indicated,
  references herein to the "Company" include  The SABRE Group Holdings,Inc. 
  and its consolidated subsidiaries and, for the period prior to the
  Reorganization, the businesses of American  and AMR constituting The SABRE
  Group, an operating unit of AMR.
  
  On July 2, 1996, AMR reorganized the businesses of The SABRE Group
  (the  "Reorganization").  As part of the Reorganization, the Company
  was  incorporated  as a Delaware corporation and  a  direct  wholly-
  owned  subsidiary  of American, the businesses of  The  SABRE  Group
  formerly operated as divisions and subsidiaries of American  or  AMR
  were   combined   under  the  Company  and  the  Company   and   its
  subsidiaries were dividended by American to AMR.
  
  In  connection with the Reorganization on July 2, 1996, the  Company
  issued  1,000 shares of common stock, par value $.01 per  share,  to
  American  which  shares were subsequently dividended  to  AMR.   The
  Company  completed its initial public offering (the  "Offering")  of
  23,230,000 shares of Class A Common Stock, par value $.01 per  share
  on  October  17,  1996.   The offering price  of  $27.00  per  share
  resulted  in  net  proceeds  to the Company  of  approximately  $589
  million, after deducting underwriting discounts and commissions  and
  other   expenses   payable  by  the  Company.   The   Company   used
  approximately  $532 million of the net proceeds to repay  a  portion
  of the debenture payable to AMR.
  
  Concurrent with the Offering, the 1,000 shares of Common Stock  held
  by  AMR  were reclassified into 107,374,000 shares of Class B Common
  Stock of the Company.

2.   Summary of Significant Accounting Policies

  Basis   of  Presentation     The  accompanying  unaudited  condensed
  consolidated  financial statements have been prepared in  accordance
  with  generally accepted accounting principles for interim financial
  information  and with the instructions to Form 10-Q and  Article  10
  of  Regulation  S-X.  Accordingly, they do not include  all  of  the
  information and footnotes required by generally accepted  accounting
  principles  for  complete financial statements.  In the  opinion  of
  management,  these  financial statements  contain  all  adjustments,
  consisting  of  normal  recurring  accruals,  necessary  to  present
  fairly the financial position, results of operations and cash  flows
  for  the  periods indicated. The preparation of financial statements
  in   accordance   with  generally  accepted  accounting   principles
  requires  management to make estimates and assumptions  that  affect
  the  amounts  reported in the financial statements and  accompanying
  notes.   Actual  results may differ from these  estimates.  The 
  Company's quarterly financial  data  should  be  read in conjunction
  with the consolidated financial statements  of the  Company for the
  year ended December 31, 1996 (including the notes thereto), set forth
  in The SABRE Group Holdings, Inc.  Annual Report on Form 10-K.

<PAGE> 8
THE SABRE GROUP HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

  
  Earnings  Per Common Share -  The pro forma earnings per share  data
  is  calculated  as  though the 130,604,000 shares  of  common  stock
  issued  in connection with the Offering and the reclassification  of
  shares  of  common stock held by AMR were outstanding for the  three
  months  ended  March 31, 1996.  The earnings per common  share  data
  for  the  three months ended March 31, 1997 is calculated  based  on
  the  weighted  average  shares  outstanding  for  the  period.   The
  dilutive impact of common equivalent shares related to stock  awards
  and  options outstanding under the Long-term Incentive Plan was  not
  significant for the periods presented.

  Reclassifications -  Certain 1996 amounts have been reclassified  to
  conform to the current presentation.

3.  Interest on Debenture
  
  The  Debenture  Payable  to  AMR  is a  floating  rate  subordinated
  debenture  due  September  30,  2004 with  a  principal  balance  of
  $317,873,000 (the "Debenture").  The interest rate on the  Debenture
  is  based  on  the sum of the London Interbank Offered  Rate  (LIBOR
  rate)  plus  a  margin  determined based upon the  Company's  senior
  unsecured  long-term  debt rating or, if such  debt  rating  is  not
  available,  upon the Company's ratio of net debt to  total  capital.
  The  interest  rate  is determined monthly and accrued  interest  is
  payable  each September 30 and March 31.  The average interest  rate
  for  the  three months ended March 31, 1997 was 6.05 percent.  The 
  Company may  prepay  the  principal balance in  whole  or  in  part 
  at  any interest payment date.
  
4.  Employee Benefits

  Effective  January 1, 1997, the Company established The SABRE  Group
  Retirement   Plan  (the "SGRP").   Commencing  January   1,   1997,
  employees  of  the  Company who were under  the  age  of  40  as  of
  December 31, 1996  participate in the SGRP.  Employees who  were  40
  or  over  as  of  December  31, 1996 and who  were  participants  in
  American's   fixed-benefit  retirement  plan  had  the   option   of
  participating  in  either the SGRP or the Legacy Pension  Plan  (the
  "LPP").   Upon  retirement, benefits under the  LPP  are  calculated
  based upon the employee's base pay for the highest consecutive  five
  years  of  the ten years preceding retirement.  Benefits  earned  by
  most  of the employees of the Company under American's fixed benefit
  retirement  plan  will be transferred to the LPP.   The  SGRP  is  a
  defined  contribution  plan qualified under Section  401(k)  of  the
  Internal  Revenue  Code  of 1986 (the "Code").   For  employees  who
  participate  in the SGRP, benefits payable under the LPP  are  based
  upon  credited  years of service as of December 31, 1996.   However,
  employees  in  the  SGRP  continue to  earn  years  of  service  for
  purposes of determining vesting and early retirement benefits  under
  the  LPP  and  growth  in  base pay is considered  for  purposes  of
  determining  retirement benefits under the  LPP.   Pursuant  to  the
  SGRP,  the Company contributes 2.75 percent of each employees base
  pay  to the  SGRP.   The employee vests in the Company's 2.75 percent
  contributions after  three  years  of  service with the Company, 
  including  prior service  with  AMR affiliates. In addition, the
  Company  matches  50 cents  of  each dollar contributed by an employee
  up to 6 percent of the employee's  base  pay  subject  to  IRS  limits.
  The  employee  is immediately  vested  in  his or her own  contributions
  and  in  the Company's matching contributions.
  
  The  current intent of AMR is to spin off the portion of the defined
  benefit  pension plan applicable to the Company's employees  to  the
  LPP.   At  the date of the spin-off, the unrecognized net obligation
  attributable to the Company's employees participating in  the  plan,
  estimated to be a liability of approximately $40 million at  March
  31,  1997, will be charged to stockholders' equity, net of  deferred
  taxes of approximately $16 million.

5.  Stock Purchase Plan

  Effective  January 1, 1997, the Company established The SABRE  Group
  Holdings, Inc. Employee Stock Purchase Plan (the "ESPP").  The  ESPP
  allows  eligible  employees the right to  purchase  Class  A  Common
  Stock on a monthly basis at the lower of 85 percent of the  market
  price  at the  beginning  or  end of each monthly offering period.  
  The  ESPP  allows  each employee to acquire annually Class A 
  Common Stock  with an  aggregate maximum purchase price equal to either
  1 percent  or  2 percent  of that  employee's base pay subject to
  limitations under the  Internal Revenue  Code of 1986.  As of January 1,
  1997, 1,000,000  shares  of Class  A  Common  Stock have been reserved
  for issuance  under  the ESPP.

<PAGE> 9
Item  2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations

THE SABRE GROUP HOLDINGS, INC.
RESULTS OF OPERATIONS

Summary   The Company generates its revenue from providing electronic
travel  distribution  services and information  technology  solutions
services.  During the three months ended March 31, 1997, the  Company
generated  approximately 70.1 percent of its revenue from  electronic 
travel distribution  services and approximately 29.9 percent of   its 
revenue from information technology solution services.  The following 
table sets forth revenues by affiliation and geographic location as a 
percent of total revenues:
<TABLE>
<CAPTION>
                                  Three months ended                             
                                       March 31,
                                     1997       1996
<S>                                 <C>          <C>           
Affiliation:                                                 
  Non-affiliated Customers           69.9%       68.5%                        
  Affiliated Customers               30.1        31.5
      Total                         100.0%      100.0%                        
                                                                   
Geographical:                                                      
  United States                      82.0%       82.8%                        
  International                      18.0        17.2
     Total                          100.0%      100.0%                        

</TABLE>

The  Company's operating income as a percentage of revenue was  24.5
percent and  27.0 percent  for the three months ended March 31, 1997
as compared  to 1996.  Gross margins for electronic travel distribution 
services  and information technology solutions were 36.1 percent and
24.4 percent, respectively, for  the  three  months  ended  March 31,
1997, and 37.5 percent and 27.7 percent, respectively, for the three 
months ended March 31, 1996.

For the Three Months Ended March 31, 1997 and 1996

Electronic   Travel   Distribution.  Electronic  travel   distribution
revenues   for  the  three  months  ended  March  31,  1997  increased
approximately  $12 million, 4.1 percent, compared to the three  months  
ended March 31, 1996, from $296 million to $308 million.  The increase  
was primarily due to growth in booking fees from associates from  $267
million  to  $282 million.  This growth was driven by an  increase  in
booking  volumes,  both  domestic and international,  and  an  overall
increase in the price per booking charged to associates.

Cost   of   revenues  for  electronic  travel  distribution  increased
approximately  $12 million, 6.5 percent, from $185 million to  $197  
million.  This  increase was primarily attributable to an increase  in  
salaries and  benefits,  employee related costs, depreciation and 
amortization and  subscriber  incentive expenses.  Salaries and benefits
increased due  to  an  increase in the average number of employees 
necessary  to support the Company's  revenue growth and annual  salary  
increases.  Employee related costs increased partially due to increased
travel expenses from travel on airlines other than American.  Effective 
with the  Reorganization the Company was no longer eligible to  participate
in discounts provided to American by other airlines.  Depreciation and
amortization  expense  increased  due  to  growth  in  the  subscriber
equipment  base  and  increased amortization of  internally  developed
software.   Subscriber  incentive  expenses  increased  in  order   to
maintain and grow the Company's travel agency subscriber base.

Information   Technology   Solutions.    Revenues   from   information
technology solutions remained constant at $132 million for  the  three
months  ended  March 31, 1997 and 1996, respectively.   Revenues  from
unaffiliated customers increased approximately $2 million, offset by a
decrease in revenues from such services provided to AMR of $2 million.

<PAGE> 10
THE SABRE GROUP HOLDINGS, INC.
RESULTS OF OPERATIONS (Continued)



Cost  of  revenues  for  information  technology  solutions  increased
approximately $4 million, 4.2 percent, from $95 million to $99 million. 
This increase  was  primarily attributable to an increase in  salaries 
and benefits  and  other  operating  expenses  offset  by  a  decrease 
in depreciation and amortization.  Salaries and benefits increased due 
to an increase in the average number of employees necessary to support
the  Company's  business  growth and  annual  salary  increases.   The
increase  in other operating expenses is primarily due to an  increase
in  the  total  amount of reserves for potential  disputes  of  billed
amounts.   The  decrease in depreciation and amortization  expense  is
primarily  due  to the benefits of price and performance  improvements
for  data  center  equipment and the sale, in July  1996,  of  certain
computer  network  equipment with net book value of approximately  $25
million to a third party.

Selling,  General and Administrative Expenses.  Selling,  general  and
administrative  expenses increased $4 million, 12.5 percent, from  $32 
million to  $36  million  primarily due to an increase in salaries and
benefits and employee related costs.

Operating  Income.  Operating income decreased $8 million, 6.9 percent,
from $116  million to $108 million.  Operating margins decreased  from
27.0 percent in  1996 to 24.5  percent in 1997  due  to an increase in
revenues of 2.8 percent while operating expenses increased 6.4 percent.

Interest  Income.  Interest income increased $4 million due to  higher
balances maintained in the Company's short-term investment accounts.

Interest  Expense.   Interest  expense increased  $3  million  due  to
interest expense incurred on the Debenture issued to American in  July
1996.

Other Expenses.  Other expenses decreased $3 million primarily due  to
a  reduction  in the losses from joint ventures in which  the  Company
owns an interest accounted for under the equity method.

Income Taxes.  The provision for income taxes was $43 million and  $45
million  for  the  three  months  ended  March  31,  1997  and   1996,
respectively.   The  decrease  in  the  provision  for  income   taxes
corresponds  with the decrease in net income before the provision  for
income taxes.

Net  Earnings.   Net earnings decreased $3 million,  4.3 percent, from 
$70 million to $67 million, primarily due to the decrease in operating
income.



LIQUIDITY AND CAPITAL RESOURCES


The  Company  had  substantial  liquidity  at  March  31,  1997,  with
approximately $477 million in cash and cash equivalents and short-term
investments  and  $468 million in working capital.   At  December  31,
1996, cash and cash equivalents and short-term investments and working
capital  were $443 million and $405 million, respectively.   Prior  to
July  2,  1996, the Company's cash and cash equivalents were held  for
the  Company  by American.  Cash and cash equivalents were immediately
charged   or   credited   to  the  Company  upon   recording   certain
transactions, including transactions with American for airline booking
fees and purchases of goods and services.

Effective  with the Reorganization on July 2, 1996, the Company  began
maintaining a separate cash management system and cash and  investment
accounts separate from American.  Transactions with American no longer
result  in the recording of cash equivalents, but are settled  through
intercompany billings, with payment due in 30 days.  American performs
cash management services for the Company under the Management Services
Agreement.   The  Company  invests the cash in  short-term  marketable
securities, consisting primarily of certificates of deposit,  bankers'
acceptances, commercial paper, corporate notes and government notes.

<PAGE> 11
THE SABRE GROUP HOLDINGS, INC.
LIQUIDITY AND CAPITAL RESOURCES (Continued)



The  Company  has  funded its operations through cash  generated  from
operations.   The Company's cash provided by operating  activities  of
$98  million for the three months ended March 31, 1997 and $39 million
for  the  three months ended March 31, 1996 was primarily attributable
to net earnings before noncash charges.

Capital  investment  principally has  been  related  to  purchases  of
computer  equipment to be provided to subscribers of SABRE and  to  be
used  in data processing services.  Capital expenditures for the three
months ended March 31, 1997 and 1996 were $61 million and $38 million,
respectively.

The   Company  expects  that  the  principal  use  of  funds  in  the
foreseeable future will be for capital expenditures, software product
development,  acquisitions and working capital.  Capital expenditures
will  consist of purchases of equipment for the data center, as  well
as  computer  equipment, printers, fileservers  and  workstations  to
support  (i)  updating  subscriber  equipment  primarily  for  travel
agencies, (ii) expansion of the subscriber base and (iii) new product
capital requirements.  The Company has estimated capital expenditures
of  approximately $240 million to $280 million for 1997.  The Company
believes  available balances of cash and cash equivalents and  short-
term  investments  combined with cash flows from operations  will  be
sufficient to meet the Company's capital requirements.

The  Company  currently  intends to retain its  earnings  to  finance
future  growth  and, therefore, does not anticipate paying  any  cash
dividends  on  its  common  stock in  the  foreseeable  future.   Any
determination  as to the payment of dividends will  depend  upon  the
future  results  of  operations, capital requirements  and  financial
condition of the Company and its subsidiaries and such other  factors
as  the Board of Directors of the Company may consider, including any
contractual or statutory restrictions on the Company's ability to pay
dividends.


Inflation

The  Company believes that inflation has not had a material effect  on
its results of operations.


Pro forma Results of Operations


The  discussion of pro forma results of operations is based on the pro
forma  condensed consolidated financial information presented in  Part
II:  Other Information, Item 5.  Other Information.  The statement  of
income  assumes  the Reorganization and Offering were  consummated  on
January 1, 1996.


Three  Months Ended March 31, 1997 Compared to Pro Forma Three Months
Ended March 31, 1996

Electronic Travel Distribution.  Electronic travel distribution actual
revenues  for  the  three  months  ended   March  31,  1997  increased
approximately $16 million, 5.5 percent, compared to pro forma for  the 
three months  ended March 31, 1996, from $292 million to $308 million. 
The increase was primarily due to growth in booking fees from associates
from  $267  million to $282 million.  This growth  was  driven  by  an
increase in booking volumes, both domestic and international,  and  an
overall increase in the price per booking charged to associates.

Actual  cost of revenues for electronic travel distribution  increased
approximately  $10  million, 5.3 percent, compared to pro  forma, from 
$187 million to $197 million.  This increase was primarily attributable
to an increase in salaries and benefits, depreciation and amortization
and  subscriber  incentive expenses.  Salaries and benefits  increased
due  to  an  increase in the average number of employees necessary  to
support  the  Company's  revenue growth and annual  salary  increases.
Depreciation  and  amortization expense increased due  growth  in  the
subscriber  equipment  base and increased amortization  of  internally
developed software.  Subscriber incentive expenses increased in  order
to maintain and grow the Company's travel agency subscriber base.

<PAGE> 12
THE SABRE GROUP HOLDINGS, INC.
PRO FORMA RESULTS OF OPERATIONS (Continued)


Information  Technology Solutions.  Actual revenues  from  information
technology  solutions  for  the three  months  ended  March  31,  1997
increased approximately $3 million, 2.3 percent, compared to pro forma
for the three months ended March 31, 1996, from $129  million to  $132
million.  Revenues from unaffiliated customers increased approximately
$2  million and revenues from such services provided to AMR  increased
$1 million.

Actual cost of revenues for information technology solutions increased
approximately $7 million, 7.6 percent, compared  to  pro  forma,  from 
$92 million  to $99 million.  This increase was primarily attributable 
to an increase in salaries and benefits, other operating expenses  and
communication  expenses,  offset by a  decrease  in  depreciation  and
amortization  expense.   Salaries and benefits  increased  due  to  an
increase  in the average number of employees necessary to support  the
Company's  business growth and annual salary increases.  The  increase
in  other  operating expenses is primarily due to an increase  in  the
total  amount  of  reserves for potential disputes of billed  amounts.
The increase in communication expense is primarily due to the lease of
the  domestic data network from a third party.  This data network  was
owned  by the Company through July 1996.  The decrease in depreciation
and amortization expense is primarily due to the benefits of price and
performance  improvements for data center equipment and the  sale,  in
July  1996, of certain computer network equipment during 1996  with  a
net book value of approximately $25 million to a third party.

Selling, General and Administrative Expenses.  Actual selling, general
and administrative expenses increased $4 million, 12.5 percent, compared 
to pro  forma, from $32 million to $36 million  primarily  due  to  an
increase in salaries and benefits.

Operating Income.  Actual operating income decreased $2 million, 1.8
percent, compared to pro forma, from $110 million to $108 million.  Pro 
forma operating margin in 1996 was 26.1 percent  compared to  actual 
operating margin of  24.5 percent  in  1997  due  to an increase in 
revenues  of  4.5 percent  while operating expenses increased 6.6 percent.

Interest   Income.   Actual  interest  income  increased  $4  million,
compared  to  pro  forma,  due to higher balances  maintained  in  the
Company's short-term investment accounts.

Interest  Expense.   Actual  interest expense  decreased  $1  million,
compared to pro forma, due to a decrease in the interest rate  on  the
Debenture.

Other  Expenses.  Actual other expenses decreased $1 million, compared
to  pro forma, due to a reduction in the losses from joint ventures in
which  the  Company owns an interest accounted for  under  the  equity
method.

Income  Taxes.  The actual provision for income taxes was $43  million
and  the pro forma provision for income taxes was $40 million for  the
three  months  ended  March  31, 1997  and  1996,  respectively.   The
increase  in  the  provision  for income taxes  corresponds  with  the
increase in net income before the provision for income taxes.

Net  Earnings.   Actual  net  earnings  increased  $3  million,  4.7
percent, compared to pro forma, from $64 million to $67 million, primarily 
due to the increase in other income.

<PAGE> 13
THE SABRE GROUP HOLDINGS, INC.
CAUTIONARY STATEMENT

Statements  in  this  report which are not  purely  historical  facts,
including  statements regarding the Company's anticipations,  beliefs,
expectations, hopes, intentions or strategies for the future,  may  be
forward  looking statements within the meaning of Section 21E  of  the
Securities  Exchange  Act of 1934, as amended.   All  forward  looking
statements in this report are based upon information available to  the
Company  on  the  date  of  this report.  The  Company  undertakes  no
obligation   to   publicly  update  or  revise  any  forward   looking
statements, whether as a result of new information, future  events  or
otherwise.   Any   forward  looking  statements  involve   risks   and
uncertainties  that  could cause actual events or  results  to  differ
materially from the events or results described in the forward looking
statements.   Readers  are cautioned not to place  undue  reliance  on
these forward looking statements.

Risks   associated  with  the  Company's  forward  looking  statements
include,  but  are  not  limited to: risks related  to  the  Company's
relationships with American and its affiliates, including  risks  that
American may terminate any of the agreements with the Company, or fail
or  otherwise  become  unable  to fulfill  its  principal  obligations
thereunder, or determine not to renew certain of the agreements; risks
associated   with   competition,  and  technological   innovation   by
competitors,  which  could require the Company to  reduce  prices,  to
change billing practices, to increase spending or marketing or product
development  or otherwise to take actions that might adversely  affect
its operations or earnings; risks related to seasonality of the travel
industry  and booking revenues; risks of the Company's sensitivity  to
general economic conditions and events that affect airline travel  and
the  airlines that participate in the SABRE system; risks of a natural
disaster  or other calamity that may cause significant damage  to  the
Company's  data center facility; risks associated with  the  Company's
international operations, such as currency fluctuations,  governmental
approvals, tariffs and trade barriers; risks of new or different legal
and  regulatory requirements; and risks associated with the  Company's
growth  strategy, including investments in emerging  markets  and  the
ability to successfully conclude alliances.

<PAGE> 14
                      PART II:  OTHER INFORMATION
                                   
                                   
Item 1.  Legal Proceedings

In connection with the Reorganization, the Company is the successor in
interest to American in the following two cases involving booking  fee
disputes.

In   1995,   America  West  Airlines,  Inc.  ("America  West")   began
withholding   SABRE   booking  fees  it  claims  were   assessed   for
illegitimate bookings.  American and an affiliate of the Company filed
a  lawsuit  against  America  West in the District  Court  of  Tarrant
County,  Texas, 153rd Judicial District, to recover the unpaid booking
fees  from  America  West.  On April 10, 1997, the District  Court  of
Tarrant  County,  Texas,  granted the  Company's  motion  for  summary
judgment  as  to the proper interpretation of the contract,  upholding
the  Company's  position.  On April 21, 1997, America  West  paid  the
Company $2.9 million in past due booking fees, with a stipulation that
preserves its rights in the lawsuit.

In June 1996, American Trans Air, Inc. ("ATA") filed a lawsuit against
American  in  the  U.S.  District Court for the Southern  District  of
Indiana,  Indianapolis Division, seeking a refund of over $400,000  in
SABRE  booking fees on similar grounds.  In addition, since June  1996
ATA  has withheld payment of more than $300,000 in SABRE booking fees.
The  Company  filed a motion for summary judgment in the  ATA  lawsuit
which is similar to the one granted in the America West lawsuit.

If  either ATA or America West were to prevail on their claims,  other
associates  might  make  similar claims.   Nevertheless,  the  Company
believes  that the booking fees are properly charged pursuant  to  its
contracts  and  that  the  claims of  ATA  and  America  West  can  be
successfully defended or resolved without any material adverse  effect
on the Company's financial position or results of operations.


<PAGE> 15
Item 4.  Submission of Matters to a Vote of Security Holders

None


<PAGE> 16
Item 5.  Other Information

THE SABRE GROUP HOLDINGS, INC.
PRO FORMA STATEMENT OF INCOME DATA
(Unaudited) (In thousands, except per share amounts)

The  pro  forma  statement of income data for the three  months  ended
March  31,  1996  in  the  table below is based  upon  the  historical
financial statements of the Company and assumes the Reorganization and
the  Offering  were  consummated on January 1, 1996.   The  pro  forma
information for the three months ended March 31, 1996 is presented for
illustrative  purposes only and is not necessarily indicative  of  the
operating  results that would have occurred if such  transactions  had
been  consummated on January 1, 1996, nor is it necessarily indicative
of future results of operations.

The  pro  forma  statement of income data for the three  months  ended
March  31,  1996  should  be read in conjunction  with  the  Condensed
Consolidated  Financial Statements and related notes  thereto  of  the
Company included elsewhere herein.  Pro forma adjustments include  the
impact  of  the  Information  Technology Services  Agreement  and  the
Debenture Payable to AMR as well as other adjustments associated  with
the  Reorganization  and the Offering.  Amounts  shown  below  are  in
thousands, with the exception of per share amounts.

<TABLE>
<CAPTION>
                                        Three Months Ended               
                                            March 31,                    
                                         1997       1996                       
                                        Actual     Pro Forma
<S>                                     <C>        <C>                                       
Revenues                    
  Electronic travel distribution        $308,115   $291,538
  Information technology solutions       131,515    129,233                  
   Total operating revenues              439,630    420,771                  
                                                                                   
Operating expenses          
  Cost of revenues                                                                 
   Electronic travel distribution        196,965    186,777                         
   Information technology solutions       99,424     92,421                          
  Selling, general and administrative     35,454     31,958                          
    Total operating expenses             331,843    311,156                         
Operating income                         107,787    109,615                  
                                                                            
Other income (expense)                                                      
 Interest income                           5,503      2,342                   
 Interest expense                         (4,647)    (6,231)                  
 Other - net                                 701     (1,606)                  
                                           1,557     (5,495)
Income before provision for income       109,344    104,120
 taxes
 Provision for income taxes               42,659     40,497                   
Net earnings                            $ 66,685   $ 63,623
                                                                            
Pro forma earnings per common share data:
  Pro forma earnings per common share              $    .49
  Earnings per common share             $    .51
  Common and common equivalent shares                                                         
    used in per share calculations       130,773    130,604
   
</TABLE>


<PAGE> 17
Item 6.  Exhibits and Reports on Form 8-K

The following exhibits are included herein:

The  Company  did  not file any reports on Form 8-K during  the  three
months ended March 31, 1997.

Exhibit Number      Description of Exhibit
3.1                 Restated Certificate of Incorporation of Registrant. (1)
3.2                 Restated Bylaws of Registrant. (1)
4.1                 Registration Rights Agreement between Registrant. and AMR
                    Corporation. (1)
4.2                 Specimen  Certificate representing Class A Common Stock.(1)
10.1                Registration Rights Agreement between Registrant and AMR
                    Corporation (See  Exhibit 4.1).
10.2                Intercompany Agreement, dated as of July  2,1996,  among
                    Registrant, The  SABRE  Group,Inc.,  TSGL  Holding, Inc., 
                    TSGL-SCS,  Inc., TSGL, Inc., SABRE International, Inc.,
                    SABRE Servicios Columbia, LTDA and American Airlines,
                    Inc. (1)
10.3                Management Services Agreement, dated as of July  1, 1996,
                    between The SABRE Group, Inc. and American Airlines,
                    Inc. (1) (4)
10.4                Credit Agreement, dated as of July 1,  1996 between 
                    Registrant, The SABRE Group,  Inc., AMR  Corporation and
                    American Airlines, Inc. (1)
10.5                $850,000,000  Subordinated Debenture, dated July 2, 1996,
                    executed by Registrant and payable to AMR Corporation.(1)
10.6                Information Technology Services Agreement, dated July 1,
                    1996, between The SABRE Group Inc. and American Airlines,
                    Inc. (1) (4)
10.7                Non-competition  Agreement,  dated  July  1, 1996,  among
                    Registrant, The  SABRE  Group, Inc., AMR Corporation and 
                    American Airlines, Inc. (1)
10.8                Marketing Cooperation Agreement, dated as of July  1,
                    1996, between The SABRE Group, Inc. and American
                    Airlines, Inc. (1) (4)
10.9                Tax  Sharing Agreement, dated July 1,1996, between  The
                    SABRE Group, Inc. and  American  Airlines, Inc. (1)
10.10               Travel  Privileges Agreement,  dated  as  of
                    July  1, 1996, between The SABRE Group, Inc.  and
                    American Airlines, Inc. (1) (4)
10.11               Corporate Travel Agreement, dated July 25,1996, between 
                    The SABRE Group, Inc. and American Airlines, Inc. (1) (4)
10.12               Software Marketing Agreement, dated September  10,  1996,
                    among Registrant,  The SABRE  Group, Inc. and AMR
                    Corporation.  (1)(4)
10.13               Canadian   Technical  Services  Subcontract, dated as of
                    July 1, 1996, between The SABRE Group,Inc. and American
                    Airlines, Inc.  (1)(4)
10.14               Form of Participating Carrier Agreement between The SABRE
                    Group, Inc. and  American Airlines, Inc. (1)
10.15               Investment  Agreement, dated  September  11,1996, between
                    The SABRE Group, Inc. and AMR Investment Services,Inc.(1)(4)
10.16               Assignment and Amendment Agreement, dated as of July 1, 
                    1996, among The  SABRE  Group, Inc., American Airlines,
                    Inc. and the Dallas-Fort Worth International Airport
                    Board. (1)
10.17               American  Airlines Special Facilities  Lease Agreement,
                    dated October 1, 1972, between American Airlines, Inc.
                    and the Dallas-Fort Worth Regional Airport Board, as
                    amended by Supplemental Agreements Nos. 1-5. (1)
10.18               Assignment Agreement, dated as of July 1, 1996,  between
                    The SABRE Group, Inc. and American Airlines, Inc. (1)
10.19               Sublease, dated June 1, 1958, between American Airlines,
                    Inc. and the Trustees of the Tulsa Municipal  Airport 
                    Trust, as amended by Amendments Nos. 1-12. (1)
10.20               Assignment Agreement, dated as of July 1, 1996, between 
                    The SABRE  Group,  Inc.  and American Airlines, Inc. (1)

<PAGE> 18
10.21               Amended and Restated Sublease Agreement, dated May, 1996,
                    between American Airlines,Inc.  and  the  Tulsa  Airports
                    Improvement Trust. (1)
10.22               Assignment Agreement, dated as of July 1, 1996,  between
                    The SABRE Group, Inc. and American Airlines, Inc. (1)
10.23               Office  Lease Agreement, dated as of January 19,  1996, 
                    between American Airlines,  Inc. and Maguire/Thomas
                    Partners - Westlake/Southlake Partnership. (1)
10.24               American  Airlines, Inc. Supplemental  Executive
                    Retirement Plan dated November 16, 1994. (2)
10.25               The SABRE Group Holdings, Inc.  Long-Term Incentive
                    Plan. (1)
10.26               The SABRE Group Holdings, Inc.  Directors Stock Incentive
                    Plan. (1)
10.27               Form of Executive Termination  Benefits Agreement. (1)
10.28               Employment Agreement, dated August 30, 1996, between The
                    SABRE Group, Inc. and Michael J. Durham. (1)
10.29               Employment Agreement, dated September 7, 1995,  between
                    American Airlines,  Inc.  and   Thomas M. Cook. (1)
10.30               Employment Agreement, dated May 7, 1996, between American
                    Airlines, Inc. and Terrell B. Jones. (1)
10.31               Letter Agreement, dated July 15, 1996, between Registrant
                    and Thomas M. Cook. (1)
10.32               Letter Agreement, dated July 15, 1996, between Registrant
                    and Terrell  B.  Jones. (1)
10.33               The SABRE Group  Holdings,  Inc. Employee Stock Purchase
                    Plan. (3)
21.1                Subsidiaries of Registrant. 
27.1                Financial Data Schedule.

(1)   Incorporated by reference to exhibits 3.1 through 10.32  to  the
Company's Registration Statement on Form S-1 ( Registration  No.  333-
09747).

(2)   Incorporated by reference to Exhibit 10(mmm) to AMR's report  on
Form 10-K for the year ended December 31, 1994, (File No. 1-8400).

(3)   Incorporated  by  reference to  Exhibit  4.1  to  the  Company's
Registration Statement on Form S-8 (Registration No. 333-18851).

(4)   Confidential treatment has been requested for portions  of  this
agreement  and the omitted information has been filed separately  with
the  Securities and Exchange Commission pursuant to an application for
confidential treatment.




<PAGE> 19








Signature

Pursuant to the requirements of the Securities Exchange Act of  1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                               THE SABRE GROUP HOLDINGS, INC.




Date:  May 14, 1997             BY: /s/  T. Patrick Kelly
                                Senior Vice President and Chief Financial
                                Officer and Treasurer
                               (Principal Financial and Accounting Officer)