<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 June 30, 1999.


[  ] 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.



                     Sabre Holdings Corporation
       (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                       <C>
          Delaware                                 75-2662240
(State or other jurisdiction                    (I.R.S. Employer
     of incorporation or                      Identification No.)
        organization)

   4255 Amon Carter Blvd.
      Fort Worth, Texas                              76155
    (Address of principal                          (Zip Code)
     executive offices)
</TABLE>
Registrant's telephone
number, including area code    (817) 963-6400



                    The Sabre Group Holdings, Inc.
(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 -  22,207,146 as of August 10, 1999

Class B Common Stock, $.01 par value - 107,374,000 as of August 10, 1999


<PAGE> 2
                                 INDEX

                      SABRE HOLDINGS CORPORATION




PART I:   FINANCIAL INFORMATION


Item 1.  Financial Statements

  Consolidated Balance Sheets - June 30, 1999 and December 31, 1998

  Consolidated Statements of Income - Three and six months ended June
  30, 1999 and 1998

  Condensed Consolidated Statement of Stockholders' Equity -- Six
  months ended June 30, 1999

  Consolidated Statements of Cash Flows -- Six months ended June 30,
  1999 and 1998

  Notes to Consolidated Financial Statements

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

Item 6.  Exhibits and Reports on Form 8-K


SIGNATURE


<PAGE> 3
                    PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
SABRE HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
                                               June 30,    December 31,
                                                 1999         1998
                                             (Unaudited)
<S>                                               <C>          <C>

ASSETS
CURRENT ASSETS
 Cash                                          $ 12,816     $  8,008
 Short-term investments                         308,214      529,735
 Accounts receivable, net                       362,679      337,703
 Receivable from affiliates, net                 45,103       21,609
 Prepaid expenses                                28,182       21,559
 Deferred income taxes                           27,459       25,790
   Total current assets                         784,453      944,404

PROPERTY AND EQUIPMENT
 Buildings and leasehold improvements           329,990      329,497
 Furniture, fixtures and equipment               43,005       40,286
 Service contract equipment                     545,040      550,951
 Computer equipment                             480,017      460,530
                                              1,398,052    1,381,264
 Less accumulated depreciation and
   amortization                                (789,954)    (737,488)
   Total property and equipment                 608,098      643,776

Investments in joint ventures                   152,712      148,683
Deferred income taxes                             1,677          ---
Other assets, net                               321,259      189,954
   TOTAL ASSETS                             $ 1,868,199  $ 1,926,817

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable                              $136,728    $ 157,044
 Accrued compensation and related benefits       73,708       93,708
 Other accrued liabilities                      280,939      150,058
   Total current liabilities                    491,375      400,810

Deferred income taxes                               ---       13,068
Pensions and other postretirement benefits      117,989      104,574
Other liabilities                               166,527      136,749
Debenture payable to AMR                            ---      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; 23,798 and 23,706 shares
     issued, respectively                           238          237
   Class B:  $0.01 par value; 107,374 shares
     authorized; 107,374 shares issued and
     outstanding                                  1,074        1,074
 Additional paid-in capital                     600,676      599,087
 Retained earnings                              551,337      395,800
 Less treasury stock at cost; 1,438 and
   1,240 shares, respectively                   (61,017)     (42,455)
   Total stockholders' equity                 1,092,308      953,743
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $1,868,199   $1,926,817

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

<PAGE> 4
SABRE HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (In thousands, except per share amounts)
<TABLE>
<CAPTION>
                              Three Months Ended       Six Months Ended
                                   June 30,                June 30,
                               1999        1998        1999        1998
<S>                            <C>         <C>         <C>         <C>
REVENUES
 Electronic Travel
   Distribution              $388,062    $338,513    $769,170    $683,542
 Information Technology
   Solutions                  250,757     238,061     507,756     447,131
   Total revenues             638,819     576,574   1,276,926   1,130,673

OPERATING EXPENSES
 Cost of revenues
   Electronic Travel
     Distribution             250,661     221,041     503,427     448,322
   Information Technology
     Solutions                228,291     200,064     447,110     366,028
 Selling, general and
     administrative            63,919      46,218     118,373      92,605
   Total operating expenses   542,871     467,323   1,068,910     906,955
OPERATING INCOME               95,948     109,251     208,016     223,718

OTHER INCOME (EXPENSE)
 Interest income                8,203       5,493      15,308      12,330
 Interest expense              (4,496)     (4,812)     (9,706)     (9,597)
 Other - net                       57         (14)     34,944         191
   Total other income (expense) 3,764         667      40,546       2,924
INCOME BEFORE PROVISION FOR
   INCOME TAXES                99,712     109,918     248,562     226,642
Provision for income taxes     36,249      41,395      92,370      86,331
NET EARNINGS                $  63,463   $  68,523  $  156,192   $ 140,311


EARNINGS PER COMMON SHARE DATA
 Earnings per common
   share, basic               $   .49     $   .53     $  1.20     $  1.08
 Earnings per common
   share, diluted             $   .48     $   .52     $  1.19     $  1.07
 Common shares used in per
   share calculations
    Basic                     129,692     130,056     129,725     130,215
    Diluted                   131,158     130,757     130,900     130,831
</TABLE>
The  accompanying  notes  are an integral  part  of  these  financial
statements.

<PAGE> 5
SABRE HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1999
(Unaudited) (In thousands)
<TABLE>
<CAPTION>

                         Class A   Class B  Additional
                          Common   Common    Paid-in   Retained  Treasury
                          Stock     Stock    Capital   Earnings    Stock

<S>                     <C>       <C>       <C>        <C>       <C>
Balance at December
  31, 1998               $  237  $  1,074  $ 599,087  $ 395,800 $ (42,455)
Net earnings                ---       ---        ---    156,192       ---
Issuance of Class A
  Common Stock pursuant
  to stock option,
  restricted stock
  incentive, stock
  purchase and career
  equity plans                 1      ---     (2,418)      ---     12,982
Tax benefit from exercise
  of employee stock options  ---      ---      4,007       ---        ---
Repurchase of Company stock  ---      ---        ---       ---    (31,544)
Unrealized loss on
  investments, net of
  deferred taxes             ---      ---        ---      (655)       ---

Balance at June 30, 1999 $   238  $ 1,074  $ 600,676 $  551,337  $(61,017)
</TABLE>
The accompanying notes are an integral part of these financial
statements.

<PAGE> 6
SABRE HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)
<TABLE>
<CAPTION>

                                               Six Months Ended June 30,
                                                 1999          1998
<S>                                               <C>           <C>
OPERATING ACTIVITIES
Net earnings                                  $156,192      $140,311
Adjustments to reconcile net earnings to cash
  provided by operating activities
   Depreciation and amortization               145,623       120,935
   Deferred income taxes                       (12,001)      (13,550)
   Gain on sale of other investments           (34,828)          ---
   Other                                        (1,086)        3,094
 Changes in operating assets and liabilities
   Accounts receivable                         (21,628)      (98,059)
   Prepaid expenses                            (11,188)       (4,243)
   Other assets                                     (6)        1,956
   Accrued compensation and related benefits   (20,000)       (3,115)
   Accounts payable and other accrued
     liabilities                                (6,437)       31,828
   Receivable from and payable to affiliates   (23,501)      (17,417)
   Pensions and other postretirement benefits   13,415        11,513
   Other liabilities                            12,176           115
 Cash provided by operating activities         196,731       173,368

INVESTING ACTIVITIES
Additions to property and equipment            (85,570)     (194,467)
Net decrease in short-term investments         220,358       206,551
Loan to affiliate                             (300,000)          ---
Proceeds from sale of other investments         34,828           ---
Net investments in joint ventures                1,413      (137,590)
Other investing activities, net                (23,892)      (21,700)
 Cash used for investing activities           (152,863)     (147,206)

FINANCING ACTIVITIES
Proceeds from issuance of common stock           1,035           669
Proceeds from exercise of stock options          8,322         3,344
Purchases of treasury stock                    (29,779)      (32,901)
Other financing activities, net                   (765)          ---
Payment of Debenture payable to AMR            (17,873)          ---
 Cash used for financing activities            (39,060)      (28,888)

Increase (decrease) in cash                      4,808        (2,726)
Cash at beginning of the period                  8,008        11,286

Cash at end of the period                      $12,816      $  8,560

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

<PAGE> 7
SABRE HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.   GENERAL INFORMATION

  Effective July 30, 1999, the name of the corporation was changed
  from The Sabre Group Holdings, Inc. to Sabre Holdings Corporation.
  Sabre Holdings Corporation is a holding company.  Its sole direct
  subsidiary is Sabre Inc., formerly The Sabre Group, Inc., which 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 Sabre Holdings Corporation and its consolidated
  subsidiaries.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  BASIS OF PRESENTATION - The accompanying unaudited 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, 1998 (including the notes thereto), set
  forth in The Sabre Group Holdings, Inc. Annual Report on Form 10-K.

  RECLASSIFICATIONS -  Certain reclassifications have been made to
  the 1998 financial statements to conform to the 1999 presentation.

3.   COMPREHENSIVE INCOME

  As of January 1, 1998, the Company adopted Financial Accounting
  Standards Board Statement No. 130, Reporting Comprehensive Income.
  Statement 130 establishes rules for the reporting and display of
  comprehensive income and its components.  For the three and six
  months ended June 30, 1999 and 1998, the differences between net
  earnings and total comprehensive income were not material.

<PAGE> 8
SABRE HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

4.   EARNINGS PER SHARE
  The following table sets forth the computation of basic and diluted
  earnings per common share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
                              Three months     Six months ended
                                 ended             June 30,
                                June 30,
                           1999       1998       1999       1998
 <S>                        <C>        <C>       <C>       <C>
Numerator:
  Numerator for basic and
   diluted earnings per
   common share - net
   earnings              $ 63,463   $ 68,523  $  156,192 $  140,311
Denominator:
  Denominator for basic
   earnings per common
   share - weighted-average
   shares                 129,692    130,056     129,725    130,215
Dilutive effect of stock
  awards and options        1,466        701       1,175        616
Denominator for diluted
  earnings per common
  share - adjusted
  weighted-average shares 131,158    130,757     130,900    130,831
Basic earnings per common
  share                  $    .49   $    .53   $    1.20  $    1.08
Diluted earnings per
  common share           $    .48   $    .52   $    1.19  $    1.07
</TABLE>

5.   SEGMENT REPORTING

  The Company has two reportable segments:  electronic travel
  distribution and information technology solutions.  The electronic
  travel distribution segment distributes travel services to travel
  agencies, corporate travel departments and individual consumers
  ("subscribers").  Through the Company's global distribution system,
  subscribers can access information about and book reservations with
  airlines and other providers of travel and travel-related products
  and services.  The information technology solutions segment
  provides information technology services including software
  development and consulting, transaction processing and
  comprehensive information technology outsourcing to the travel and
  transportation industries.  The Company's reportable segments are
  strategic business units that offer different products and services
  and are managed separately because each business requires different
  market strategies.

<PAGE> 9
SABRE HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

  Selected information for the Company's two reportable segments for
  the three and six months ended June 30, 1999 and June 30, 1998
  follows (in thousands):
  <TABLE>
  <CAPTION>
                               For the three       For the six
                               months ended       months ended
                                 June 30,           June 30,
                                1999    1998       1999      1998
    <S>                           <C>      <C>       <C>      <C>
    Revenues from external
      customers:
    Electronic Travel
      Distribution          $ 382,206 $ 336,983  $ 760,622 $ 680,579
    Information Technology
      Solutions               250,757   238,061    507,756   447,131
        Total               $ 632,963 $ 575,044 $1,268,378 $1,127,710

    Equity in net income of
      equity method
      investees:
    Electronic Travel
      Distribution          $   5,856 $   1,530  $   8,548 $   2,963

    Operating income:
    Electronic Travel
      Distribution          $ 100,058 $  87,786  $ 194,072 $ 174,696
    Information Technology
      Solutions                (2,054)   20,346     12,373    47,284
    Net Corporate allocations  (2,056)    1,119      1,571     1,738

       Total                $  95,948 $ 109,251  $ 208,016 $ 223,718
</TABLE>

6.   SIGNIFICANT TRANSACTIONS

  At December 31, 1998, American owned approximately 3.1 million
  depository certificates representing beneficial ownership of common
  stock of Equant N.V. ("Equant"), a telecommunications company
  affiliated with Societe Internationale de Telecommunications
  Aeronatiques ("SITA").  Approximately 1.7 million of these
  depository certificates were held by American for the economic
  benefit of the Company.

  In connection with a secondary offering of Equant common stock, in
  February 1999, American liquidated approximately 923,000 depository
  certificates. Approximately 490,000 of these certificates,
  representing approximately 30% of the Company's interest at
  December 31, 1998, were liquidated for the Company's benefit.  The
  Company received proceeds of approximately $35 million from the
  transaction, resulting in a gain of approximately $35 million.

  In July 1999, Equant officially notified the Company and American
  of a reallocation, which had been previously anticipated, of
  depository certificates among SITA members.  Due to the Company's
  significantly higher usage of the SITA network over the last four
  years, the Company's interests in Equant increased substantially.
  The reallocation was effective as of June 30, 1999.  Accordingly,
  as of that date, the number of depository certificates held by
  American for the economic benefit of the Company increased to
  approximately 3.5 million.  At June 30, 1999, the estimated value of
  these certificates was approximately $329 million based upon the
  market value of Equant's publicly-traded common stock.

  The Company's carrying value of these depository certificates was
  nominal at June 30, 1999 and December 31, 1998. Any future disposal
  of such depository certificates may result in additional gains to
  the Company.

<PAGE> 10
SABRE HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

  On March 17, 1999, the Company and American entered into a short-
  term credit agreement pursuant to which American could borrow from
  the Company up to a maximum of $300 million.  During the first half
  of 1999, American borrowed $300 million under the short-term credit
  agreement.   As part of this agreement, the original credit
  agreement entered into on July 1, 1996 between the Company and
  American was modified to terminate American's ability to borrow
  additional funds under that agreement.  Subsequently, in June 1999,
  the Company, AMR and American entered into an omnibus financing
  agreement pursuant to which (a) the $300 million outstanding from
  American under the short-term credit agreement was applied against
  the $318 million debenture payable from the Company to AMR; (b) the
  Company paid in June 1999 the remaining principal balance,
  approximately $18 million, and all outstanding accrued interest
  under the debenture; and (c) the Company and American renewed,
  extended and reinstated American's ability to borrow funds under
  the original credit agreement for an additional year to June 30,
  2000.  The renewed credit agreement allows the Company to borrow up
  to $300 million and American to borrow up to $100 million to meet
  short-term working capital requirements.

7.   STOCK OPTIONS - US AIRWAYS, INC.

  In January 1998, the Company entered into an information technology
  services agreement with US Airways, Inc. ("US Airways").  In
  connection with the agreement, the Company granted to US Airways
  two tranches of stock options, each to acquire 3 million shares of
  the Company's Class A Common Stock. The first tranche of options
  became exercisable on June 30, 1999 and will expire December 31,
  1999.  The Company has recorded current and long-term liabilities
  and a related deferred asset equal to the number of options
  outstanding multiplied by the difference between the exercise price
  of the options and the market price of the Company's Class A Common
  Stock.  The asset and liability are adjusted for changes in the
  market price of the Company's stock at each month-end.  As of June
  30, 1999, the Company has  current and long-term liabilities
  relating to these options of approximately $125 million each and a
  net deferred asset of approximately $216 million.  The deferred
  asset is being amortized over the eleven-year non-cancelable
  portion of the agreement.  For the six months ended June 30, 1999,
  the Company recorded amortization expense of approximately $25
  million related to these options.

<PAGE> 11
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

SABRE HOLDINGS CORPORATION
RESULTS OF OPERATIONS

SUMMARY   The Company generates its revenue from providing electronic
travel distribution services and information technology solutions
services.  During the six months ended June 30, 1999, the Company
generated approximately 60.2% of its revenue from electronic travel
distribution services and approximately 39.8% of its revenue from
information technology solutions services.  The following table sets
forth revenues by affiliation as a percent of total revenues:
     <TABLE>
     <CAPTION>

                            Three months        Six months ended
                               ended                June 30,
                              June 30,
                           1999      1998       1999        1998
        <S>               <C>        <C>        <C>        <C>
Affiliation:
  Unaffiliated Customers  75.5%      74.2%      75.8%      73.6%
  Affiliated Customers    24.5       25.8       24.2       26.4
    Total                100.0%     100.0%     100.0%     100.0%
</TABLE>

The Company's operating margins were 16.3% and 19.8% for the six
months ended June 30, 1999 and 1998, respectively.  Gross margins for
electronic travel distribution and information technology solutions
were 34.5% and 11.9%, respectively, for the six months ended June 30,
1999, and 34.4% and 18.1%, respectively, for the six months ended
June 30, 1998.

FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998

ELECTRONIC TRAVEL DISTRIBUTION. Electronic travel distribution
revenues for the three months ended June 30, 1999 increased
approximately $49 million, 14.5%, compared to the three months ended
June 30, 1998, from $339 million to $388 million.  The increase in
revenues was primarily due to growth in booking fees from associates
from $304 million to $341 million.  The growth in booking fees was
driven by an increase in booking volumes and an overall increase in
the average price per booking charged to associates due to a price
increase implemented in February 1999.  The increase in booking fee
revenues was also partially driven by increases in bookings made
through the Company's Travelocity.com online travel site ("the
Travelocity.com site").  Other revenues increased approximately $12
million primarily due to services provided to, and equity income
related to, the Company's joint ventures and revenues from sales of
miscellaneous products and services.

Cost of revenues for electronic travel distribution increased
approximately $30 million, 13.6%, from $221 million to $251 million.
This increase was primarily attributable to increased subscriber
incentives, salaries and benefits expenses, data processing costs and
product development expenses.  Subscriber incentive expenses increased
in order to maintain and expand the Company's travel agency subscriber
base and to respond to competitive pressures.  Salaries and benefits
increased primarily due to annual salary increases and increased
benefits costs.  Data processing costs increased due to the growth in
bookings and transactions processed.  Product development expenses
increased in order to support Company growth initiatives.

INFORMATION TECHNOLOGY SOLUTIONS.  Revenues from information
technology solutions for the three months ended June 30, 1999
increased approximately $13 million, 5.5%, compared to the three
months ended June 30, 1998, from $238 million to $251 million.
Revenues from unaffiliated customers increased approximately $10
million, primarily due to services performed under various information
technology outsourcing agreements signed during 1998.  Revenues from
affiliated customers increased approximately $3 million, primarily due
to new systems development services performed for AMR, offset by a
decrease in Year 2000 services performed for AMR.

<PAGE> 12
SABRE HOLDINGS CORPORATION
RESULTS OF OPERATIONS (CONTINUED)

Cost of revenues for information technology solutions increased
approximately $28 million, 14.0%, from $200 million to $228 million.
This increase was primarily attributable to an increase in salaries,
benefits and depreciation and amortization expenses, partially offset
by a decrease in contract labor expenses.  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 depreciation and amortization expense is
primarily due to the amortization of the deferred asset associated
with the stock options granted to US Airways.   Contract labor
expenses decreased due to a planned reduction in contract labor
headcount.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased $18 million, 39.1%, from $46 million
to $64 million primarily due to an increase in salaries, benefits and
employee related costs, advertising and miscellaneous selling
expenses. Salaries, benefits and employee related costs increased as a
result of sales growth initiatives and increased administrative
requirements to support the Company's growth.  Advertising  and
miscellaneous selling expenses increased in order to support the
Company's growth initiatives.

OPERATING INCOME.  Operating income decreased $13 million, 11.9%, from
$109 million to $96 million.  Operating margins decreased from 18.9%
in 1998 to 15.0% in 1999 due to an increase in revenues of 10.8% while
operating expenses increased 16.2%.  The decline in operating margin is
primarily due to amortization expense related to the deferred asset
associated with the stock options granted to US Airways, continuation
of lower margin migration and conversion efforts on the US Airways'
agreement and increased expenses incurred to grow the information
technology outsourcing business.

INTEREST INCOME.  Interest income increased by $3 million due
primarily to interest earned on the short-term loan receivable from
American.

INCOME TAXES.  The provision for income taxes was $36 million and $41
million for the three months ended June 30, 1999 and 1998,
respectively.  The decrease in the provision for income taxes
corresponds with the decrease in net income before the provision for
income taxes and a lower effective tax rate due primarily to increased
foreign tax benefits.

NET EARNINGS.  Net earnings decreased $6 million, 8.7%, from $69
million to $63 million, due to the decrease in operating income
partially offset by the increase in interest income.


FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

ELECTRONIC TRAVEL DISTRIBUTION. Electronic travel distribution
revenues for the six months ended June 30, 1999 increased
approximately $85 million, 12.4%, compared to the six months ended
June 30, 1998, from $684 million to $769 million.  The increase was
primarily due to growth in booking fees from associates from $612
million to $684 million. The growth in booking fees was driven by an
increase in booking volumes and an overall increase in the average
price per booking charged to associates due to a price increase
implemented in February 1999. The increase in booking fee revenues was
also partially driven by increases in bookings made through the
Travelocity.com site.  Other revenues increased $13 million primarily
due to services provided to, and equity income related to, the
Company's joint ventures and revenues from sales of miscellaneous
products and services.

Cost of revenues for electronic travel distribution increased
approximately $55 million, 12.3%, from $448 million to $503 million.
This increase was primarily attributable to increases in subscriber
incentives, salaries, benefits and data processing costs.  Subscriber
incentive expenses increased in order to maintain and expand the
Company's travel agency subscriber base and to respond to competitive
pressures.  Salaries and benefits increased due primarily to annual
salary increases and increased benefit costs. Data processing costs
increased due to the growth in bookings and transactions processed.

<PAGE> 13
SABRE HOLDINGS CORPORATION
RESULTS OF OPERATIONS (CONTINUED)

INFORMATION TECHNOLOGY SOLUTIONS.  Revenues from information
technology solutions for the six months ended June 30, 1999 increased
approximately $61 million, 13.6%, compared to the six months ended
June 30, 1998, from $447 million to $508 million.  Revenues from
unaffiliated customers increased approximately $60 million, primarily
related to services performed under the information technology
services agreement with US Airways and services performed under other
information technology outsourcing agreements signed during 1998.
Revenues from affiliated customers increased approximately $1 million
due to new systems development services performed for AMR, offset by a
decrease in Year 2000 services performed for AMR.

Cost of revenues for information technology solutions increased
approximately $81 million, 22.1% from $366 million to $447 million.
This increase was primarily attributable to an increase in salaries,
benefits and employee related costs and depreciation and amortization
expenses.  Salaries, benefits and employee related costs 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 depreciation and amortization expense is primarily due to
amortization of the deferred asset associated with the stock options
granted to US Airways, as well as the acquisition of information
technology assets to support the US Airways' agreement and other
normal additions and replacements. These increases were partially
offset by a decrease in depreciation expense due to the sale of data
center mainframe equipment to an unrelated party in October 1998.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased $25 million, 26.9%, from $93 million
to $118 million primarily due to an increase in salaries, benefits and
employee related costs, advertising and miscellaneous selling
expenses.  Salaries, benefits and employee related costs increased as
a result of sales growth initiatives and increased administrative
requirements to support the Company's growth.  Advertising and
miscellaneous selling expenses increased in order to support the
Company's growth initiatives.

OPERATING INCOME.  Operating income decreased $16 million, 7.1%, from
$224 million to $208 million.  Operating margins decreased from 19.8%
in 1998 to 16.3% in 1999 due to an increase in revenues of 12.9% while
operating expenses increased 17.9%.  The decline in operating margin
is primarily due to amortization expense related to the deferred asset
associated with the stock options granted to US Airways, continuation
of lower margin migration and conversion efforts on the US Airways'
agreement and increased expenses incurred to grow the information
technology outsourcing business.

INTEREST INCOME.  Interest income increased $3 million due primarily
to interest earned on the short-term loan receivable from American.

OTHER INCOME (EXPENSE). Other income (expense) increased $35 million
due to a gain on the liquidation, in February 1999, of Equant
depository certificates held by American for the economic benefit of
the Company.

INCOME TAXES.  The provision for income taxes was $92 million and $86
million for the six months ended June 30, 1999 and 1998, respectively.
The increase in the provision for income taxes corresponds with the
increase in net income before the provision for income taxes,
partially offset by a lower effective tax rate due primarily to
increased foreign tax benefits.

NET EARNINGS.  Net earnings increased $16 million, 11.4%, from $140
million to $156 million, primarily due to the gain from Equant,
partially offset by the decrease in operating income.

<PAGE> 14
SABRE HOLDINGS CORPORATION
RESULTS OF OPERATIONS (CONTINUED)

OUTLOOK FOR THE REMAINDER OF 1999

For the remaining six months of 1999, the Company expects steady
growth in electronic travel distribution revenues and bookings,
including additional growth in bookings through the Travelocity.com
site.  The Company also anticipates continued pressure on subscriber
incentive expenses and intends to manage such expenses to keep them
in line with market share gains.  Furthermore, the Company expects to
continue to invest in emerging distribution channels and product
development.

For the year ending December 31, 1999, the Company anticipates that
revenues from information technology solutions activities will be the
same as or slightly higher than revenues for 1998.  Revenues from the
Company's largest existing outsourcing customers will likely be down
the remainder of 1999 compared to the prior year as revenues
generated from the performance of Year 2000 services decline and
services under the US Airways contract move into a steady-state.
Although the Company is pursuing additional technology outsourcing
agreements, the timing and anticipated revenue growth from any new
contracts are uncertain.

In an effort to balance costs with revenue growth, and as a result of
certain inefficiencies uncovered after the Company's March 1999
reorganization, the Company is reviewing a number of alternatives
aimed at strategically managing costs and improving operating margins
in the latter half of 1999.  Such alternatives may result in
headcount reductions in certain areas, reduced spending on
discretionary items, and prioritization and streamlining of current
development projects in order to focus resources on those that
provide the best long-term solution.  The Company intends to
implement such measures without compromising the service levels or
commitments to its existing customers or reducing sales and marketing
efforts to continue to grow the outsourcing business.





<PAGE> 15
SABRE HOLDINGS CORPORATION
LIQUIDITY AND CAPITAL RESOURCES

The Company had substantial liquidity at June 30, 1999, with
approximately $321 million in cash and short-term investments and $293
million in working capital.  At December 31, 1998, cash and short-term
investments and working capital were $538 million and $544 million,
respectively. The Company invests cash in short-term marketable
securities, consisting primarily of certificates of deposit, bankers'
acceptances, commercial paper, corporate notes and government notes.

The Company has historically funded its operations through cash
generated from operations.  The Company's cash provided by operating
activities of $197 million and $173 million for the six months ended
June 30, 1999 and 1998, respectively, was primarily attributable to
net earnings before noncash charges.

Capital investments for the six months ended June 30, 1999 and 1998
were $108 million and $354 million, respectively. The Company has
estimated capital investments of approximately $185 million to $235
million for 1999.

On March 16, 1999, the Company's Board of Directors authorized,
subject to certain business and market conditions, the repurchase of
up to an additional 1 million shares of the Company's Class A Common
Stock.  During the six months ended June 30, 1999, the Company
purchased approximately 545 thousand treasury shares at a cost of
approximately $32 million.

On March 17, 1999, the Company and American entered into a short-term
credit agreement pursuant to which American could borrow from the
Company up to a maximum of $300 million.  During the first half of
1999, American borrowed $300 million under the short-term credit
agreement.   As part of this agreement, the original credit agreement
entered into on July 1, 1996 between the Company and American was
modified to terminate American's ability to borrow additional funds
under that agreement.  Subsequently, in June 1999, the Company, AMR
and American entered into an omnibus financing agreement pursuant to
which (a) the $300 million outstanding from American under the short-
term credit agreement was applied against the $318 million debenture
payable from the Company to AMR; (b) the Company paid in June 1999 the
remaining principal balance, approximately $18 million, and all
outstanding accrued interest under the debenture; and (c) the Company
and American renewed, extended and reinstated American's ability to
borrow funds under the original credit agreement for an additional
year to June 30, 2000.  The renewed credit agreement allows the
Company to borrow up to $300 million and American to borrow up to $100
million to meet short-term working capital requirements.

On May 19, 1999, the Company's Board of Directors authorized the
Company to enter into a lease agreement for an existing office complex
being used by the Company in Southlake, Texas, and for adjacent land
and the development of a new office complex on that land.  The Company
is currently negotiating the terms of the proposed lease and expects
to complete the transaction in August 1999.  The Company expects the
aggregate principal amount of the transaction to be approximately
$210 million.

The Company expects that the principal use of funds in the foreseeable
future will be for capital expenditures, software product development,
acquisitions, new facility costs and working capital.  Capital
expenditures will primarily consist of purchases of equipment for the
data center, as well as computer equipment to support (i) updating
existing subscriber equipment, (ii) expansion of the subscriber base
and (iii) new product capital requirements.  The Company believes
available balances of cash 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.

<PAGE> 16
SABRE HOLDINGS CORPORATION
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

YEAR 2000 COMPLIANCE

STATE OF READINESS.  In 1995, the Company implemented a project (the
"Year 2000 Project") intended to ensure that hardware and software
systems operated or licensed in the Company's business, including
systems provided to its travel agency subscribers and its outsourcing
customers, are designed to operate and properly manage dates beyond
December 31, 1999 ("Year 2000 Compliant"). The Year 2000 Project
consists of six phases: (i) awareness, (ii) assessment,
(iii) analysis, design and remediation, (iv) testing and validation,
(v) quality assurance review (to ensure consistency throughout the
Year 2000 Project) and (vi) creation of business continuity strategy,
including contingency plans in the event of Year 2000 failures.  In
developing the Company's proprietary software analysis, remediation
and testing methodology for Year 2000 compliance, it studied the best
practices of the Institute of Electrical and Electronics Engineers and
the British Standards Institution.  The Company has assessed (i) its
over 1,000 information technology applications and operating systems
that will be utilized to process dates after December 31, 1999 ("IT
Systems") and (ii) its non-information technology systems, including
embedded technology, relating to security, elevator control, HVAC and
other systems ("Non-IT Systems").

IT Systems.  The Company has completed the first three phases of the
Year 2000 Project for all of its IT Systems.  The Company has
successfully completed the testing and validation phase and quality
assurance review phase for 99% of its IT applications, including its
computer reservations and flight operating system applications that
perform such "mission critical" functions as passenger bookings,
ticketing, passenger check-in, aircraft weight and balance, flight
planning and baggage and cargo processing.  As of July 1, 1999,
approximately 43% of those IT Systems (including the Sabre computer
reservations systems) are already successfully processing Year 2000
dates in actual use.  All software developed by the Company and
currently being marketed is Year 2000 Compliant.  The Company has
installed Year 2000 Compliant hardware and software at substantially
all of its travel agency subscriber locations worldwide.  The Company
estimates completing during the third quarter of 1999 the testing and
validation phase and quality assurance review phase for the remaining
1% of its IT Systems.

Non-IT Systems.  The Company has completed the first five phases of
the Year 2000 Project for substantially all of its Non-IT Systems.
The Company believes that its business, financial condition and
results of operations would not be materially adversely affected, and
that it has adequate contingency plans to ensure business continuity,
if any of its Non-IT Systems are not Year 2000 Compliant.
Accordingly, the Company has primarily focused its Year 2000 Project
efforts on its IT Systems.

Third Party Services.  The Company relies on third party providers for
many services, such as telecommunications, utilities, data and credit
card transaction processing.  In providing services to the Company,
those providers depend on their hardware and software systems and, in
the case of telecommunications and data  service providers, on
interfaces with the Company's IT Systems. The Company received
responses from substantially all of its 650 telecommunications and
data service providers, other than providers of discretionary data
services that would not materially adversely affect the Company's
business, financial condition and results of operations.  Those
respondents assured the Company that their software and hardware are
Year 2000 Compliant.

The Company's business is particularly dependent on its ability to
transmit data on a worldwide basis through telecommunications
networks.  For telecommunications network services, the Company relies
on third party service providers throughout the world, including AT&T,
SITA and MCI Worldcom.  Many of those service providers rely on other
communications service providers that are located in less developed
countries and may have allocated limited resources to Year 2000
compliance.  The failure of a segment of the telecommunications
network could disrupt the Company's ability to provide services to its
customers.  Depending on its severity, a disruption could have a
material adverse affect on the Company's business, financial condition
and results of operations.  The Company does not expect the Year 2000
issues it might encounter with third parties to be materially
different from those encountered by other information technology
companies, including the Company's competitors.

<PAGE> 17
SABRE HOLDINGS CORPORATION
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

COSTS OF YEAR 2000 PROJECT.  The Company expects to incur significant
hardware, software and labor costs, as well as consulting and other
expenses, in its Year 2000 Project.  The Company's total estimated
cost of the project is approximately $95 to $105 million, of which
approximately $92 million, cumulatively, was incurred as of June 30,
1999.  The total costs include approximately $30 million for the
installation of Year 2000 Compliant hardware and software at travel
agency subscriber locations, approximately $31 million for the
Company's software applications, approximately $21 million related to
the Company's hardware and software infrastructure and approximately
$10 million for project management and other labor costs.  Future
costs of the Year 2000 Project will primarily result from the
redeployment of information technology resources, although no
significant internal IT Systems projects are being deferred to further
the Year 2000 Project.  The remaining costs primarily relate to the
ongoing upgrade of certain hardware and software that support the
Company's IT Systems; the analysis, testing and verification of the
Year 2000 readiness of third party service providers; and the
refinement of the Company's business continuity plans.  Costs
associated with the Year 2000 project will be expensed as incurred and
will be paid from operating cash flows.

RISKS OF YEAR 2000 NON-COMPLIANCE.  The economy in general, and the
travel and transportation industries in particular, may be adversely
affected by risks associated with the Year 2000. The Company's
business, financial condition, and results of operations could be
materially adversely affected if IT Systems that it operates or
licenses to third parties, or systems that are operated by other
parties with which the Company's IT Systems interface, are not Year
2000 Compliant in time.  There can be no assurance that these systems
will continue to properly function and interface and will otherwise be
Year 2000 Compliant.  Management believes that its most likely Year
2000 risks relate to the failure of third parties with whom it has
material relationships, particularly telecommunications network
providers, to be Year 2000 Compliant.

Although the Company is not aware of any threatened claims related to
the Year 2000, the Company may be subject to litigation arising from
such claims and, depending on the outcome, such litigation could have
a material adverse affect on the Company.  There can be no assurance
that the Company's insurance coverage would be adequate to offset
these and other business risks related to the Year 2000 issue.

BUSINESS CONTINUITY PLANS.  The Company has identified three potential
risk areas related to the Year 2000 and is developing and refining
plans to continue its business in the event of Year 2000 failures in
response to those risks. The Company believes that its most likely
Year 2000 risks relate to the failure of third parties with whom it
has material relationships, particularly telecommunications network
providers, to be Year 2000 Compliant.  In response to this risk, the
Company has surveyed and collected information on the Year 2000
readiness of material external suppliers and is in the process of
collecting additional business continuity information from such
suppliers in order to effectively manage any failures.  The second
risk area relates to the effective prioritization and management of
any Year 2000 failures.  The Company is establishing an Enterprise
Command Center in order to prioritize issues, manage resources,
coordinate problem resolution and communicate status in the event of
Year 2000 failures. The third risk area relates to the failure of
critical internal business processes, services, systems and
facilities.  The Company is developing business continuity plans to
manage potential internal Year 2000 failures.  The Company's business
continuity plans include performing certain processes manually;
maintaining dedicated staff to be available at crucial dates to remedy
unforeseen problems; installing defensive code to protect real-time
systems from improperly formatted date data supplied by third parties;
repairing or obtaining replacement systems; and reducing or suspending
certain non-critical aspects of the Company's services or operations.
Because of the pervasiveness and complexity of the Year 2000 issue,
and in particular the uncertainty concerning the efforts and success
of third parties to be Year 2000 Compliant, the Company will continue
to refine its contingency plans during 1999.

<PAGE> 18
SABRE HOLDINGS CORPORATION
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

INTEREST IN EQUANT

At December 31, 1998, American owned approximately 3.1 million
depository certificates representing beneficial ownership of common
stock of Equant N.V. ("Equant"), a telecommunications company
affiliated with SITA.  Approximately 1.7 million of these depository
certificates were held by American for the economic benefit of the
Company.

In connection with a secondary offering of Equant common stock, in
February 1999, American liquidated approximately 923,000 depository
certificates. Approximately 490,000 of these certificates,
representing approximately 30% of the Company's interest at December
31, 1998, were liquidated for the Company's benefit.  The Company
received proceeds of approximately $35 million from the transaction,
resulting in a gain of approximately $35 million.

In July 1999, Equant officially notified the Company and American of a
reallocation, which had been previously anticipated, of depository
certificates among SITA members.  Due to the Company's significantly
higher usage of the SITA network over the last four years, the
Company's interests in Equant increased substantially.  The
reallocation was effective as of June 30, 1999.  Accordingly, as of
that date, the number of depository certificates held by American for
the economic benefit of the Company increased to approximately 3.5
million.  At June 30, 1999, the estimated value of these certificates
was approximately $329 million based upon the market value of Equant's
publicly-traded common stock.

The Company's carrying value of these depository certificates was
nominal at June 30, 1999 and December 31, 1998. Any future disposal of
such depository certificates may result in additional gains to the
Company.

<PAGE> 19
SABRE HOLDINGS CORPORATION
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 US Airways and their affiliates,
including risks that they may fail or otherwise become unable to
fulfill their principal obligations under any of the agreements with
the Company, or seek material changes in any of those agreements, or
terminate or determine not to renew any 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 the Company's technology,
such as a failure to timely achieve Year 2000 compliance or a failure
of third party suppliers to become Year 2000 Compliant and the outcome
of possible Year 2000 litigation involving the Company; 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 computer reservations 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, imposition of additional
taxes, 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> 20
PART II:  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

BOOKING FEE DISPUTES

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
booking fees charged by The Sabre Group.  In the Reorganization, the
Company became the successor in interest to American in the case.
Since June 1996, ATA has withheld payment of approximately $250,000 in
Sabre system booking fees.  On August 12, 1998, the District Court
granted the Company's motion as to the definition of a "booking" and
the validity of the charges under the participation agreement.  In
January 1999, the Company filed additional motions seeking to dismiss
the remaining issues in the case, which involve interpretation of the
U.S. Department of Transportation's CRS regulations.  In August 1999,
the parties reached a settlement in principle of all claims.

WORLDSPAN DISPUTE

On January 9, 1998, Worldspan LP ("Worldspan"), the former provider of
computer reservation system services to ABACUS International Holdings
("ABACUS"), filed a lawsuit against the Company in the United States
District Court for the Northern District of Georgia, Atlanta Division,
seeking damages and an injunction, and alleging, among other things,
that the Company interfered with Worldspan's relationship with ABACUS,
violated the U.S. antitrust laws, and misappropriated Worldspan's
confidential information.  The same day, Worldspan filed a parallel
lawsuit in the same court against ABACUS. On February 26, 1998, the
court denied Worldspan's motion for a preliminary injunction against
ABACUS.  Thereafter, the court stayed the ABACUS case pending
arbitration between ABACUS and Worldspan.  The arbitration concluded
on May 20, 1999.  The Arbitration Tribunal has not yet issued a ruling
in the matter.  Discovery continues in the case between Worldspan and
the Company.  The Company believes that Worldspan's claims are without
merit and is vigorously defending itself.  No trial date has been set.

INDIA TAX ISSUE

The tax authority in India recently asserted that the Company has a
taxable presence in India arising from the Company's relationship with
its Indian distributor.  In March 1999, the Company received a $30
million USD tax assessment (including interest) for the two years
ending March 31, 1998.  The Company is challenging the assessment on
the grounds that it does not have a taxable presence in India and,
even if it does, the assessment is based on incorrect data.  The
United States government has intervened on behalf of the Company (and
other U.S. companies currently facing similar tax-related issues with
the Indian government).  Pursuant to that process, the Indian tax
authority has stayed efforts to collect the assessment from the
Company.  The Company has also appealed the validity and amount of the
assessment within the Indian tax authority.  The Company believes that
the position of the Indian government is without merit and that it
will ultimately prevail either through the U.S.-India tax dispute
procedures or on its direct appeal.

<PAGE> 21
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The owners of 20,076,385 shares of Class A Common Stock and
107,374,000 shares of Class B Common Stock, representing more than 99%
of the voting power of all of the Company's shares issued and
outstanding at March 22, 1999, were represented at the regular annual
meeting of stockholders on May 19, 1999.  Each share of Class A Common
Stock was entitled to one vote, and each share of Class B Common Stock
was entitled to ten votes, at the annual meeting.

Elected as directors of the Company for a three year term were Michael
J. Durham (1,093,745,926 votes in favor, 157,459 votes withheld), Bob
L. Martin (1,093,745,749 votes in favor, 157,636 votes withheld) and
Richard L. Thomas (1,093,743,759 votes in favor, 159,626 votes
withheld).  Also continuing as directors were Gerard J. Arpey, Edward
A. Brennan, Donald J. Carty, Paul C. Ely, Jr., Dee J. Kelly, Anne H.
McNamara and Glenn W. Marschel, Jr.

The appointment of Ernst & Young LLP as independent auditors for the
Company for 1999 was ratified with 1,093,884,950 votes in favor, 7,545
votes against and 10,890 votes withheld.  The amendment of the
Certificate of Incorporation to change the corporate name to Sabre
Holdings Corporation was ratified with 1,093,887,825 votes in favor,
3,695 votes against and 11,865 votes withheld.  Also, the Amended and
Restated 1996 Long-Term Incentive Plan was approved with 1,085,319,005
votes in favor, 8,517,787 votes against and 66,593 votes withheld.


ITEM 5.  OTHER INFORMATION

Effective on July 30, 1999, the legal name of The SABRE Group
Holdings, Inc. was changed to Sabre Holdings Corporation, and the name
of the Company's principal operating subsidiary, The Sabre Group,
Inc., was changed to Sabre Inc.  The Company's stock ticker symbol on
the New York Stock Exchange continues to be TSG.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

The Company did not file any reports on Form 8-K during the three
months ended June 30, 1999.

The following exhibits are included herein:
<TABLE>
<CAPTION>
  EXHIBIT NUMBER    DESCRIPTION OF EXHIBIT
      <S>           <C>
3.1                 Restated Certificate of Incorporation of
                    Registrant. (1)
3.2                 Restated Bylaws of Registrant. (1)
3.3                 Certificate of Amendment of Certificate of
                    Incorporation of The Sabre Group Holdings,
                    Inc.
4.1                 Registration Rights Agreement between
                    Registrant and AMR Corporation. (1)
4.2                 Specimen Certificate representing Class A
                    Common Stock. (1)
10.1                The Sabre Group Holdings, Inc. Amended and
                    Restated 1996 Long-Term Incentive Plan,
                    dated January 19, 1999.  (2)
10.2                Promissory Note and Agreement, dated March
                    17, 1999 between American Airlines, Inc. and
                    The Sabre Group Holdings, Inc.
10.3                Omnibus Financing Agreement, dated as of
                    June 30, 1999, between American Airlines,
                    Inc.; The Sabre Group, Inc.; The Sabre Group
                    Holdings, Inc. and AMR Corporation.
10.4                Letter Amendment, dated April 21, 1999, to the
                    Management Services Agreement, dated as of July 1,
                    1996, between The Sabre Group, Inc. and American
                    Airlines, Inc.
21.1                Subsidiaries of Registrant.
27.1                Financial Data Schedule as of June 30, 1999.
27.2                Restated Financial Data Schedule as of June
                    30, 1998.
      </TABLE>
      (1)Incorporated by reference to Exhibits 3.1 through 4.2 to the
          Company's Registration Statement on Form S-1 (Registration
          No. 333-09747).
      (2)Incorporated by reference to Exhibit A to the Company's
          definitive proxy statement with respect to the annual meeting of
          stockholders on May 19, 1999.

<PAGE> 22

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.


                               SABRE HOLDINGS CORPORATION




Date:  August 16, 1999         BY:      /s/ Jeffery M. Jackson
                                 Jeffery M. Jackson
                                 Executive Vice President, Chief
                                 Financial Officer and Treasurer
                                (Principal  Financial and Accounting Officer)