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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




                                 MAY 17, 2002
               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.)




                               3150 SABRE DRIVE
                             SOUTHLAKE, TEXAS 76092
                (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (682) 605-1000






         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)



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ITEM 9.       REGULATION FD DISCLOSURE.

       On May 17, 2002, 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. 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 May 17, 2002.

       This issue of The Edge addresses certain recently announced agreements
between Travelocity and several major airlines, as well as Travelocity's
recently announced distribution agreement with Walt Disney Parks and Resorts.
This issue also highlights the completion of Travelocity's acquisition of
Site59.com, Inc., an online seller of last-minute air, hotel and rental car
inventory; the completion of the Registrant's public offering of 9.4 million
shares of its common stock; and the Registrant's acquisition of the shares of
common stock of Travelocity.com which it did not already own.  The Edge also
highlights changes in the management of Travelocity.

       This issue of The Edge also summarizes financial highlights and
financial results by segment, and bookings for the first quarter of 2002.  The
Edge also updates Sabre's global and regional bookings share.

CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS

       Statements in this report and in the newsletter referred to herein
which are not purely historical facts, including statements about forecasted
revenue or earnings growth, cost estimates, expected operating margins or cash
flow, future bookings outlook, or other statements about 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 Sabre on the date this newsletter was
issued. Sabre 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: airlines limiting their
participation in travel marketing and distribution services; Sabre's revenues
being highly dependent on the travel and transportation industries; and
Sabre's ability to successfully integrate business combinations.  Sabre may
not succeed in addressing these and other risks. Further information regarding
factors that could affect Sabre's financial and other results can be found in
the risk factors section of Sabre'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: May 17, 2002