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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                AUGUST 10, 2001
               Date of Report (Date of earliest event reported)

                          SABRE HOLDINGS CORPORATION
            (Exact name of registrant as specified in its charter)

          DELAWARE                   1-12175                     75-2662240
(State or other jurisdiction   (Commission File No.)           (IRS Employer
      of incorporation)                                      Identification No.)

                              4255 AMON CARTER BLVD.
                             FORT WORTH, TEXAS 76155
               (Address of principal executive offices) (Zip Code)

      Registrant's telephone number, including area code: (817) 963-6400

                                 NOT APPLICABLE
        (Former name or former address, if changed since last report.)

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ITEM 9.  REGULATION FD DISCLOSURE.

    On August 10, 2001, Registrant will distribute "The Edge" to the public
and the investment community. The Edge is a periodic newsletter for the
investment community that is designed to provide updates regarding events and
developments affecting the Registrant, as well as the Registrant's revenue
and earnings outlook. The current edition of The Edge will be available on
the "Investor Relations" section of Registrant's Web site at www.sabre.com
beginning on August 10, 2001.

    This issue of The Edge addresses the closing of Sabre's previously
announced multi-billion dollar transaction with EDS on July 2, 2001, Sabre's
partnering with and investment in Karavel.com, and Sabre's agreement with El
Al Israel Airlines to form a joint venture company to market a travel
distribution system and technology services in Israel.  This issue also
highlights innovative developments on Sabre Virtually There and other
customer service technologies.  The Edge also highlights the recently
announced new management team for Sabre's Airline Solutions business unit, as
well as previously announced new customers for Airline Solutions.  The Edge
also notes awards and honors recently received by Sabre and Travelocity.com.

    This issue of The Edge also summarizes financial highlights for the
second quarter of 2001 and Sabre's most recent regional bookings share.  This
issue also gives management's financial outlook for the third and fourth
quarters of 2001 and for the full year 2001.

CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS

    Statements in this report, and in the Company's news releases, analyst
newsletters, conference calls, web sites, and elsewhere, which are not purely
historical facts, including the Company's forecasted revenues and earnings,
future bookings outlook, technology adoption rates, or other statements about
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.
Readers are cautioned not to place undue reliance on forward-looking
statements.

    All forward-looking statements are based upon information available to
the Company on the date the statements are first published. 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, including risks or
uncertainties related to: proposed transactions not being completed;
integration and migration of IT operations by the Company and EDS;
competition from established and emerging travel distribution channels;
travel agency consolidation and increased competition for travel agency
subscribers; airlines limiting their participation in travel marketing and
distribution services; changes in relationships with principal customers;
rapid technological changes; systems failures or constraints and business
interruptions; and revenues being highly dependent on the travel and
transportation industries.

    Further information regarding factors that could affect the Company's
financial and other results can be found in the risk factors section of the
Company's most recent filing on Form 10-Q with the Securities and Exchange
Commission.



                                   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 hereunto duly authorized.

                                       SABRE HOLDINGS CORPORATION



                                       By:  /s/ James F. Brashear
                                          ---------------------------------
                                       Name:   James F. Brashear
                                       Title:  Corporate Secretary

Date: August 10, 2001