content: <PAGE>   1
          As filed with the Securities and Exchange Commission on October 11, 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.
                           1996 LONG-TERM INCENTIVE PLAN
                                (Full Title of Plan)
  
                            -------------------------
  <TABLE>
    <S>                                                <C>           <C>
                     Michael J. Durham                 Copy to:        Anne H. McNamara, Esq.
           President and Chief Executive Officer                      Senior Vice President and
               The SABRE Group Holdings, Inc.                              GeneralCounsel
                 4255 Amon Carter Boulevard                                AMR Corporation
                  Fort Worth, Texas 76155                            4333 Amon Carter Boulevard
                       (817) 931-7300                                  Fort Worth, Texas 76155
    (Name and Address including Zip Code, and Telephone                    (817) 963-1234
     Number, including Area Code, of Agent for Service)
  </TABLE>
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================================
      Title of Securities          Amount             Proposed               Proposed             Amount of
             to be                  to be             Maximum            Maximum Aggregate       Registration
          Registered            Registered(1)    Offering Price per    Offering Price (1)(2)        Fee(2)
                                                      Share (2)
  ------------------------------------------------------------------------------------------------------------------------
   <S>                           <C>                <C>                  <C>                      <C>
   Class A Common Stock,         13,000,000           $27.00               $351,000,000             $106,364
   $.01 par value                  Shares
  ========================================================================================================================
  </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 LTIP described herein.
  
  (2)    Calculated pursuant to Rule 457(h), based on the initial public offering
         price for the Class A Common Stock on October 11, 1996.
  <PAGE>   2
                                       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 ll, 1996 (the "Prospectus").
  
                (2)    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.
  
           Anne H. McNamara has rendered an opinion as to the legality of the 
  Class A Common Stock being registered hereby.  Mrs. McNamara is the Senior Vice
  President and General Counsel of AMR Corporation, the parent of the Registrant.
  
           The financial statements of the Registrant appearing in the Prospectus
  have been audited by Ernst & Young LLP, independent auditors, as set forth in
  their report thereon included therein and incorporated herein by reference.
  Such financial statements are, and audited financial statements to be included
  in subsequently filed documents will be, incorporated herein in reliance upon
  the reports of Ernst & Young LLP pertaining to such financial statements (to the
  extent covered by consents filed with the Securities and Exchange Commission)
  given upon the authority of such firm as experts in accounting and auditing.
  
  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
  <PAGE>   3
  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 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
  <PAGE>   4
  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.  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. 1996 Long-Term Incentive Plan
  
  5.1      Opinion of Anne H. McNamara, Senior Vice President and General Counsel
           of AMR Corporation.
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Anne H. McNamara (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;
  <PAGE>   5
         provided, however, that the undertakings set forth in paragraphs (1)(i) 
         and  (1)(ii) above do not apply if 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.
  <PAGE>   6
                                     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 10th day of
  October, 1996.
  
  
  
  
                                            THE SABRE GROUP HOLDINGS, INC.
                                            
                                            
                                            
                                            By:  /s/ Michael J. Durham           
                                                 --------------------------------
                                                   Michael J. Durham
                                                   President and Chief Executive 
                                                   Officer
  
  
  
         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>
  <CAPTION>
           Signatures                            Title
           ----------                            -----
   <S>                               <C>                                  <C> 
   ROBERT L. CRANDALL                Chairman of the Board of
                                     Directors
  
   MICHAEL J. DURHAM                 President, Chief Executive
                                     Officer and Director (Principal
                                     Executive Officer)
  
   T. PATRICK KELLY                  Senior Vice President, Chief         By:  /s/  Michael J. Durham           
                                     Financial Officer and Treasurer           -----------------------
                                     (Principal Financial Officer and          Michael J. Durham    
                                     Principal Accounting Officer)             Attorney-in-Fact     
                                                                                                     
   GERARD J. ARPEY                   Director                             Date:  October 10, 1996
  
   ANNE H. MCNAMARA                  Director
  </TABLE>
  <PAGE>   7
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
   Exhibit                                                                                                 
   --------                                                                                                
   Number               Description of Exhibit                                                             
   --------             ----------------------                                                             
   <S>                  <C>                                                                                
   4.1                  The SABRE Group Holdings, Inc. 1996 Long-Term Incentive Plan
  
   5.1                  Opinion of  Anne H. McNamara, Senior Vice President and General
                        Counsel of  AMR Corporation
  
   23.1                 Consent of Ernst & Young LLP
  
   23.2                 Consent of Anne H. McNamara (included in Exhibit 5.1)
  
   24.1                 Powers of Attorney
  </TABLE>
  
  
  
  
  
  --------------------------
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text: 1
          As filed with the Securities and Exchange Commission on October 11, 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.
                           1996 LONG-TERM INCENTIVE PLAN
                                (Full Title of Plan)
  
                            -------------------------
  Michael J. Durham                 Copy to:        Anne H. McNamara, Esq.
           President and Chief Executive Officer                      Senior Vice President and
               The SABRE Group Holdings, Inc.                              GeneralCounsel
                 4255 Amon Carter Boulevard                                AMR Corporation
                  Fort Worth, Texas 76155                            4333 Amon Carter Boulevard
                       (817) 931-7300                                  Fort Worth, Texas 76155
    (Name and Address including Zip Code, and Telephone                    (817) 963-1234
     Number, including Area Code, of Agent for Service)
  CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
      Title of Securities          Amount             Proposed               Proposed             Amount of
             to be                  to be             Maximum            Maximum Aggregate       Registration
          Registered            Registered(1)    Offering Price per    Offering Price (1)(2)        Fee(2)
                                                      Share (2)
  ------------------------------------------------------------------------------------------------------------------------
  Class A Common Stock,         13,000,000           $27.00               $351,000,000             $106,364
   $.01 par value                  Shares
  ========================================================================================================================
  (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 LTIP described herein.
  
  (2)    Calculated pursuant to Rule 457(h), based on the initial public offering
         price for the Class A Common Stock on October 11, 1996.
  2
                                       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 ll, 1996 (the "Prospectus").
  
                (2)    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.
  
           Anne H. McNamara has rendered an opinion as to the legality of the 
  Class A Common Stock being registered hereby.  Mrs. McNamara is the Senior Vice
  President and General Counsel of AMR Corporation, the parent of the Registrant.
  
           The financial statements of the Registrant appearing in the Prospectus
  have been audited by Ernst & Young LLP, independent auditors, as set forth in
  their report thereon included therein and incorporated herein by reference.
  Such financial statements are, and audited financial statements to be included
  in subsequently filed documents will be, incorporated herein in reliance upon
  the reports of Ernst & Young LLP pertaining to such financial statements (to the
  extent covered by consents filed with the Securities and Exchange Commission)
  given upon the authority of such firm as experts in accounting and auditing.
  
  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
  3
  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 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
  4
  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.  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. 1996 Long-Term Incentive Plan
  
  5.1      Opinion of Anne H. McNamara, Senior Vice President and General Counsel
           of AMR Corporation.
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Anne H. McNamara (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;
  5
         provided, however, that the undertakings set forth in paragraphs (1)(i) 
         and  (1)(ii) above do not apply if 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.
  6
                                     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 10th day of
  October, 1996.
  
                                            THE SABRE GROUP HOLDINGS, INC.
                                            
                                            
                                            
                                            By:  /s/ Michael J. Durham           
                                                 --------------------------------
                                                   Michael J. Durham
                                                   President and Chief Executive 
                                                   Officer
  
         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
           ----------                            -----
  ROBERT L. CRANDALL                Chairman of the Board of
                                     Directors
  
   MICHAEL J. DURHAM                 President, Chief Executive
                                     Officer and Director (Principal
                                     Executive Officer)
  
   T. PATRICK KELLY                  Senior Vice President, Chief         By:  /s/  Michael J. Durham           
                                     Financial Officer and Treasurer           -----------------------
                                     (Principal Financial Officer and          Michael J. Durham    
                                     Principal Accounting Officer)             Attorney-in-Fact     
                                                                                                     
   GERARD J. ARPEY                   Director                             Date:  October 10, 1996
  
   ANNE H. MCNAMARA                  Director
  7
                                   EXHIBIT INDEX
  Exhibit                                                                                                 
   --------                                                                                                
   Number               Description of Exhibit                                                             
   --------             ----------------------
  4.1                  The SABRE Group Holdings, Inc. 1996 Long-Term Incentive Plan
  
   5.1                  Opinion of  Anne H. McNamara, Senior Vice President and General
                        Counsel of  AMR Corporation
  
   23.1                 Consent of Ernst & Young LLP
  
   23.2                 Consent of Anne H. McNamara (included in Exhibit 5.1)
  
   24.1                 Powers of Attorney
  --------------------------