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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 1, 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           (COMMISSION FILE NO.)         (IRS EMPLOYER
JURISDICTION 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 5. OTHER EVENTS.

         On July 30, 2001, the Registrant filed a preliminary Prospectus
Supplement pursuant to Rule 424(b)(2) (Registration No. 333-32106) (the
"Preliminary Prospectus Supplement").

         Sabre Holdings Corporation is filing this Form 8-K to clarify that its
wholly-owned subsidiary, Sabre Inc., a Delaware corporation, is the sole
borrower under the $300 million senior unsecured revolving credit agreement,
date February 4, 2000, which expires on September 14, 2004, and which is
described in the Preliminary Prospectus Supplement (the "Credit Facility").

         At June 30, 2001, in addition to the trade payables incurred in the
ordinary course of business and approximately $16 million included in
long-term "Other Liabilities" incurred in the acquisition of Gradient
Solutions Limited (as discussed in the "Summary", "Risk Factors" and other
sections of the Preliminary Prospectus Supplement), indebtedness of the
subsidiaries of Sabre Holdings Corporation included $149 million outstanding
under the Credit Facility and $710 million outstanding under Sabre Inc.'s
Bridge Credit Agreement (as defined in the Preliminary Prospectus
Supplement).

         As discussed in the Preliminary Prospectus Supplement, on July 20,
2001, Sabre Inc. repaid $70 million of borrowings under the Credit Facility by
using existing cash, reducing the outstanding borrowings under the Credit
Facility to $79 million. As described in the Preliminary Prospectus Supplement,
the $710 million outstanding under the Bridge Credit Agreement was repaid and
the Bridge Credit Agreement was terminated on July 2, 2001.





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                                    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


DATE: August 1, 2001                By:    /s/ JEFFERY M. JACKSON
                                           ----------------------
                                    Jeffery M. Jackson
                                    Executive Vice President, Chief Financial
                                    Officer and Treasurer
                                    (Principal Financial and Accounting Officer)





















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