<PAGE>

As filed with the Securities and Exchange Commission on December 27, 1996
                                                Registration No. 333-
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                       --------
                                       Form S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                       --------
                            THE SABRE GROUP HOLDINGS, INC.
                (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                   75-2662240
    (State or Other Jurisdiction                       (I.R.S. Employer
          of Incorporation)                           Identification No.)


                              4255 Amon Carter Boulevard
                               Fort Worth, Texas 76155
                      (Address of  Principal Executive Offices)

                            THE SABRE GROUP HOLDINGS, INC.
                             EMPLOYEE STOCK PURCHASE PLAN
                                 (Full Title of Plan)
                                       --------
                                       Copy to:

          Michael J. Durham                        Andrew B. Steinberg, Esq.
 President and Chief Executive Officer           Senior Vice President, General
   The SABRE Group Holdings, Inc.                Counsel and Corporate Secretary
     4255 Amon Carter Boulevard                   The SABRE Group Holdings, Inc.
      Fort Worth, Texas 76155                       4255 Amon Carter Boulevard
           (817) 931-7300                            Fort Worth, Texas 76155
  (Name and Address including Zip Code,                   (817) 931-7300
and Telephone Number, including Area Code,
         of Agent for Service)

                           CALCULATION OF REGISTRATION FEE
<TABLE>
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
                                               Proposed
  Title of Securities         Amount            Maximum              Proposed              Amount of
        to be                 to be        Offering Price per    Maximum Aggregate       Registration
     Registered            Registered(1)       Share (2)        Offering Price (1)(2)        Fee(2)
-----------------------------------------------------------------------------------------------------
<S>                           <C>                <C>                   <C>                     <C>
Class A Common Stock,
$.01 par value           1,000,000 Shares       $23.85              $23,850,000              $7,227
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
    Class A Common Stock as may be issuable by reason of operation of anti-
    dilution provisions of the Employee Stock Purchase Plan described herein.

(2) Calculated pursuant to Rule 457(h), based on 85% of the average of the high
    and low prices for the Class A Common Stock on December 20, 1996, as
    reported in a summary of composite transactions on the New York Stock
    Exchange.

<PAGE>

                                        PART I

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

    * Information required by Part 1 to be contained in the Section 10(a)
    prospectus is omitted from the registration statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Note to 
    Part 1 of Form S-8.

                                       PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement.

         (1)  The Registrant's latest prospectus filed with the Securities and
    Exchange Commission pursuant to Rule 424(b) under the Securities Act on
    October 11, 1996 (the "Prospectus").

         (2)  The Company's Quarterly Report on Form 10-Q for the quarterly
    period ended September 30, 1996 filed with the Securities and Exchange
    Commission.

         (3)  The description of the Registrant's Class A Common Stock
    contained in the Registrant's Registration Statement on Form 8-A, as filed
    with the Securities and Exchange Commission on September 14, 1996, which
    incorporated by reference the section titled "Description of Capital Stock"
    contained in the Prospectus filed as part of the Registrant's Registration
    Statement on Form S-1 (Registration No. 333-09747).

    In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Andrew B. Steinberg has rendered an opinion as to the legality of the Class
A Common Stock being registered hereby.  Mr. Steinberg is the Senior Vice
President, General Counsel and Corporate Secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify directors and
officers and certain other individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (other than action by or in the right of
the corporation) in which such person is involved because such person is a
director 


                                       2

<PAGE>

or officer of the corporation, if such person acted in good faith and in a 
manner that such person reasonably believed to be in or not opposed to the 
best interests of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe that such person's conduct was 
unlawful.  No indemnification shall be made to an officer or director or 
other qualified individual if such person shall have been adjudged to be 
liable to the corporation unless such person acted in good faith and in a 
manner that such person reasonably believed to be in or not opposed to the 
best interest of the corporation and only to the extent the Court of Chancery 
of the State of Delaware or the court in which such action or suit was 
brought, determines that despite the adjudication of liability such person is 
fairly and reasonably entitled to such indemnification.  If such person is 
successful on the merits or otherwise in defense of any action, then Section 
145 provides that such person shall be indemnified against expenses including 
attorneys' fees actually and reasonably incurred by that person in connection 
therewith.  Section 102(b)(7) of the DGCL provides that the liability of a 
director may not be limited or eliminated for the breach of such director's 
duty of loyalty to the corporation or its stockholders, for such director's 
intentional acts or omissions not in good faith, for such director's 
concurrence in or vote for an unlawful payment of a dividend or unlawful 
stock purchase or redemption or for any improper personal benefit derived by 
the director from any transaction.

    The Registrant's Bylaws provide that the Registrant will indemnify any
person who was or is a party (or is threatened to be made a party) to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was or has agreed to serve at the request of the Registrant as a director
or officer of the Registrant, or is or was serving or has agreed to serve at the
request of the Registrant as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity.  The Registrant's
Bylaws further provide that the Registrant may indemnify any person who was or
is a party (or is threatened to be made a party) to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was or has agreed to
become an employee or agent of the Registrant, or is or was serving or has
agreed to serve at the request of the Registrant as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity.

    The indemnification referred to in the preceding paragraph will be from and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the indemnitee or on his or
her behalf in connection with such action, suit or proceeding and any appeal
therefrom.  However, such indemnification will only be provided if the
indemnitee acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Registrant and, with respect
to any criminal action, suit or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  Notwithstanding the preceding two sentences,
in the case of an action or suit by or in the right of the Registrant to procure
a judgment in its favor (a) the indemnification referred to in this paragraph
will be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit, and
(b) no indemnification will be made in respect of any claim, issue or matter as
to which such person will have been adjudged to be liable to the Registrant
unless, and only to the extent that, the Delaware Court of Chancery (or the
court in which such action or suit was brought) determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery (or such other court) deems
proper.  To the extent that a director, officer, employee or agent of the
Registrant has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein, he or she will be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.  Expenses incurred by a director or officer in defending a civil or
criminal action, suit or proceeding will be paid by the Registrant in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it will ultimately be determined that he or she is not entitled to be
indemnified by the Registrant.


                                       3
<PAGE>

Such expenses incurred by other employees and agents may be so paid upon such 
terms and conditions, if any, as the board of directors deems appropriate.

    The indemnification described in the preceding two paragraphs will not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, will continue as to a person who has
ceased to be a director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a person.

    The Registrant will purchase and maintain insurance on behalf of any person
who is or was or has agreed to serve at the request of the Registrant as a
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against,
and incurred by, him or her or on his or her behalf in any such capacity, or
arising out of his or her status as such, whether or not the Registrant would
have the power to indemnify him or her against such liability under the
provisions of the Bylaws; provided, however, such insurance must be available on
acceptable terms, which determination shall be made by a vote of a majority of
the board of directors of the Registrant.

ITEM 8.  EXHIBITS.

4.1      The SABRE Group Holdings, Inc. Employee Stock Purchase Plan

5.1      Opinion of Andrew B. Steinberg, Senior Vice President, General Counsel
         and Corporate Secretary of the Registrant.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Andrew B. Steinberg (included as part of Exhibit 5.1)

24.1     Powers of Attorney

ITEM 9.  UNDERTAKINGS.

    The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
    made of the securities registered hereby, a post-effective amendment to
    this registration statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in this registration statement;

         (iii) To include any material information with respect to the plan
               of distribution not previously disclosed in this registration 
               statement or any material change to such information in this 
               registration statement;

    PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i) and
    (1)(ii) above do not apply if 


                                      4

<PAGE>

    the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed with or furnished
    to the Securities and Exchange Commission by the Registrant pursuant to 
    Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that 
    are incorporated by reference in this registration statement.

         (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed
    to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at the
    termination of the offering.

    The undersigned Registrant hereby undertakes that, for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      5

<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirement for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas, on this 26th day of
December, 1996.

                                       THE SABRE GROUP HOLDINGS, INC.



                                       By: /s/ ANDREW B. STEINBERG
                                           ------------------------------------
                                           Andrew B. Steinberg
                                           Senior Vice President, General 
                                           Counsel and Corporate Secretary


    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
    Signatures                          Title                       Date
    ----------                          -----                       ----
 <S>                      <C>                                       <C>
         *               
----------------------   Chairman of the Board of Directors        December 26, 1996
ROBERT L. CRANDALL

         *
----------------------   President, Chief Executive Officer and    December 26, 1996
MICHAEL J. DURHAM        Director (Principal Executive Officer)

         *
----------------------   Senior Vice President, Chief Financial    December 26, 1996
T. PATRICK KELLY         Officer and Treasurer
                         (Principal Financial Officer and 
                         Principal Accounting Officer)

         *
----------------------   Director                                  December 26, 1996
GERARD J. ARPEY

         *
----------------------   Director                                  December 26, 1996
ANNE H. MCNAMARA

         *
----------------------   Director                                  December 26, 1996
EDWARD A. BRENNAN

         *
----------------------   Director                                  December 26, 1996
DEE J. KELLY

         *
----------------------   Director                                  December 26, 1996
GLENN MARSCHEL

         *
----------------------   Director                                  December 26, 1996
RICHARD THOMAS
</TABLE>



                                      6

<PAGE>

*By: /s/ Andrew B. Steinberg
     ---------------------------
         Andrew B. Steinberg
         Attorney-in-Fact















                                      7

<PAGE>

                                    EXHIBIT INDEX

                                                                  Sequentially
Exhibit Number   Description of Exhibit                           Numbered Page
--------------   ----------------------                           -------------

4.1              The SABRE Group Holdings, Inc. Employee Stock 
                 Purchase Plan                                           9

5.1              Opinion of  Andrew B. Steinberg, Senior Vice 
                 President, General Counsel and Corporate 
                 Secretary of the Registrant                            15

23.1             Consent of Ernst & Young LLP                           16

23.2             Consent of Andrew B. Steinberg
                 (included in Exhibit 5.1)

24.1             Powers of Attorney                                     17










                                      8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21316}]
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As filed with the Securities and Exchange Commission on December 27, 1996
                                                Registration No. 333-
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                       --------
                                       Form S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                       --------
                            THE SABRE GROUP HOLDINGS, INC.
                (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                   75-2662240
    (State or Other Jurisdiction                       (I.R.S. Employer
          of Incorporation)                           Identification No.)

                              4255 Amon Carter Boulevard
                               Fort Worth, Texas 76155
                      (Address of  Principal Executive Offices)

                            THE SABRE GROUP HOLDINGS, INC.
                             EMPLOYEE STOCK PURCHASE PLAN
                                 (Full Title of Plan)
                                       --------
                                       Copy to:

          Michael J. Durham                        Andrew B. Steinberg, Esq.
 President and Chief Executive Officer           Senior Vice President, General
   The SABRE Group Holdings, Inc.                Counsel and Corporate Secretary
     4255 Amon Carter Boulevard                   The SABRE Group Holdings, Inc.
      Fort Worth, Texas 76155                       4255 Amon Carter Boulevard
           (817) 931-7300                            Fort Worth, Texas 76155
  (Name and Address including Zip Code,                   (817) 931-7300
and Telephone Number, including Area Code,
         of Agent for Service)

                           CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
                                               Proposed
  Title of Securities         Amount            Maximum              Proposed              Amount of
        to be                 to be        Offering Price per    Maximum Aggregate       Registration
     Registered            Registered(1)       Share (2)        Offering Price (1)(2)        Fee(2)
-----------------------------------------------------------------------------------------------------
Class A Common Stock,
$.01 par value           1,000,000 Shares       $23.85              $23,850,000              $7,227
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(1) There are also registered hereby such indeterminate number of shares of
    Class A Common Stock as may be issuable by reason of operation of anti-
    dilution provisions of the Employee Stock Purchase Plan described herein.

(2) Calculated pursuant to Rule 457(h), based on 85% of the average of the high
    and low prices for the Class A Common Stock on December 20, 1996, as
    reported in a summary of composite transactions on the New York Stock
    Exchange.
PART I

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

    * Information required by Part 1 to be contained in the Section 10(a)
    prospectus is omitted from the registration statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Note to 
    Part 1 of Form S-8.

                                       PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement.

         (1)  The Registrant's latest prospectus filed with the Securities and
    Exchange Commission pursuant to Rule 424(b) under the Securities Act on
    October 11, 1996 (the "Prospectus").

         (2)  The Company's Quarterly Report on Form 10-Q for the quarterly
    period ended September 30, 1996 filed with the Securities and Exchange
    Commission.

         (3)  The description of the Registrant's Class A Common Stock
    contained in the Registrant's Registration Statement on Form 8-A, as filed
    with the Securities and Exchange Commission on September 14, 1996, which
    incorporated by reference the section titled "Description of Capital Stock"
    contained in the Prospectus filed as part of the Registrant's Registration
    Statement on Form S-1 (Registration No. 333-09747).

    In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Andrew B. Steinberg has rendered an opinion as to the legality of the Class
A Common Stock being registered hereby.  Mr. Steinberg is the Senior Vice
President, General Counsel and Corporate Secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify directors and
officers and certain other individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (other than action by or in the right of
the corporation) in which such person is involved because such person is a
director 

                                       2
or officer of the corporation, if such person acted in good faith and in a 
manner that such person reasonably believed to be in or not opposed to the 
best interests of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe that such person's conduct was 
unlawful.  No indemnification shall be made to an officer or director or 
other qualified individual if such person shall have been adjudged to be 
liable to the corporation unless such person acted in good faith and in a 
manner that such person reasonably believed to be in or not opposed to the 
best interest of the corporation and only to the extent the Court of Chancery 
of the State of Delaware or the court in which such action or suit was 
brought, determines that despite the adjudication of liability such person is 
fairly and reasonably entitled to such indemnification.  If such person is 
successful on the merits or otherwise in defense of any action, then Section 
145 provides that such person shall be indemnified against expenses including 
attorneys' fees actually and reasonably incurred by that person in connection 
therewith.  Section 102(b)(7) of the DGCL provides that the liability of a 
director may not be limited or eliminated for the breach of such director's 
duty of loyalty to the corporation or its stockholders, for such director's 
intentional acts or omissions not in good faith, for such director's 
concurrence in or vote for an unlawful payment of a dividend or unlawful 
stock purchase or redemption or for any improper personal benefit derived by 
the director from any transaction.

    The Registrant's Bylaws provide that the Registrant will indemnify any
person who was or is a party (or is threatened to be made a party) to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was or has agreed to serve at the request of the Registrant as a director
or officer of the Registrant, or is or was serving or has agreed to serve at the
request of the Registrant as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity.  The Registrant's
Bylaws further provide that the Registrant may indemnify any person who was or
is a party (or is threatened to be made a party) to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was or has agreed to
become an employee or agent of the Registrant, or is or was serving or has
agreed to serve at the request of the Registrant as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity.

    The indemnification referred to in the preceding paragraph will be from and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the indemnitee or on his or
her behalf in connection with such action, suit or proceeding and any appeal
therefrom.  However, such indemnification will only be provided if the
indemnitee acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Registrant and, with respect
to any criminal action, suit or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  Notwithstanding the preceding two sentences,
in the case of an action or suit by or in the right of the Registrant to procure
a judgment in its favor (a) the indemnification referred to in this paragraph
will be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit, and
(b) no indemnification will be made in respect of any claim, issue or matter as
to which such person will have been adjudged to be liable to the Registrant
unless, and only to the extent that, the Delaware Court of Chancery (or the
court in which such action or suit was brought) determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery (or such other court) deems
proper.  To the extent that a director, officer, employee or agent of the
Registrant has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein, he or she will be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.  Expenses incurred by a director or officer in defending a civil or
criminal action, suit or proceeding will be paid by the Registrant in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it will ultimately be determined that he or she is not entitled to be
indemnified by the Registrant.

                                       3
Such expenses incurred by other employees and agents may be so paid upon such 
terms and conditions, if any, as the board of directors deems appropriate.

    The indemnification described in the preceding two paragraphs will not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, will continue as to a person who has
ceased to be a director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a person.

    The Registrant will purchase and maintain insurance on behalf of any person
who is or was or has agreed to serve at the request of the Registrant as a
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against,
and incurred by, him or her or on his or her behalf in any such capacity, or
arising out of his or her status as such, whether or not the Registrant would
have the power to indemnify him or her against such liability under the
provisions of the Bylaws; provided, however, such insurance must be available on
acceptable terms, which determination shall be made by a vote of a majority of
the board of directors of the Registrant.

ITEM 8.  EXHIBITS.

4.1      The SABRE Group Holdings, Inc. Employee Stock Purchase Plan

5.1      Opinion of Andrew B. Steinberg, Senior Vice President, General Counsel
         and Corporate Secretary of the Registrant.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Andrew B. Steinberg (included as part of Exhibit 5.1)

24.1     Powers of Attorney

ITEM 9.  UNDERTAKINGS.

    The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
    made of the securities registered hereby, a post-effective amendment to
    this registration statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in this registration statement;

         (iii) To include any material information with respect to the plan
               of distribution not previously disclosed in this registration 
               statement or any material change to such information in this 
               registration statement;

    PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i) and
    (1)(ii) above do not apply if 

                                      4
the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed with or furnished
    to the Securities and Exchange Commission by the Registrant pursuant to 
    Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that 
    are incorporated by reference in this registration statement.

         (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed
    to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at the
    termination of the offering.

    The undersigned Registrant hereby undertakes that, for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      5
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirement for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas, on this 26th day of
December, 1996.

                                       THE SABRE GROUP HOLDINGS, INC.

                                       By: /s/ ANDREW B. STEINBERG
                                           ------------------------------------
                                           Andrew B. Steinberg
                                           Senior Vice President, General 
                                           Counsel and Corporate Secretary

    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the
capacities and on the date indicated.

    Signatures                          Title                       Date
    ----------                          -----                       ----
*               
----------------------   Chairman of the Board of Directors        December 26, 1996
ROBERT L. CRANDALL

         *
----------------------   President, Chief Executive Officer and    December 26, 1996
MICHAEL J. DURHAM        Director (Principal Executive Officer)

         *
----------------------   Senior Vice President, Chief Financial    December 26, 1996
T. PATRICK KELLY         Officer and Treasurer
                         (Principal Financial Officer and 
                         Principal Accounting Officer)

         *
----------------------   Director                                  December 26, 1996
GERARD J. ARPEY

         *
----------------------   Director                                  December 26, 1996
ANNE H. MCNAMARA

         *
----------------------   Director                                  December 26, 1996
EDWARD A. BRENNAN

         *
----------------------   Director                                  December 26, 1996
DEE J. KELLY

         *
----------------------   Director                                  December 26, 1996
GLENN MARSCHEL

         *
----------------------   Director                                  December 26, 1996
RICHARD THOMAS
6
*By: /s/ Andrew B. Steinberg
     ---------------------------
         Andrew B. Steinberg
         Attorney-in-Fact

                                      7
EXHIBIT INDEX

                                                                  Sequentially
Exhibit Number   Description of Exhibit                           Numbered Page
--------------   ----------------------                           -------------

4.1              The SABRE Group Holdings, Inc. Employee Stock 
                 Purchase Plan                                           9

5.1              Opinion of  Andrew B. Steinberg, Senior Vice 
                 President, General Counsel and Corporate 
                 Secretary of the Registrant                            15

23.1             Consent of Ernst & Young LLP                           16

23.2             Consent of Andrew B. Steinberg
                 (included in Exhibit 5.1)

24.1             Powers of Attorney                                     17

                                      8