Room 4561
						 January 6, 2006

Michael S. Gilliland
President and Chief Executive Officer
Sabre Holdings Corporation
3150 Sabre Drive
Southlake, TX 76092

Re:	Sabre Holdings Corporation
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 11, 2005
	Form 8-K/A filed October 5, 2005
	File no. 1-12175

Dear Mr. Gilliland:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  Where indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Consolidated Balance Sheets, page 63

1. We note that goodwill and intangible assets are presented as
one
line time in your Consolidated Balance Sheets.  Further you
disclose
in your accounting policy for Goodwill and Long-Lived Assets that
goodwill resulting from joint ventures is included in investments
in
joint ventures.  Tell us the nature of transactions that resulted
in
goodwill being recorded for joint ventures if other than a
business
combination.  If goodwill relating to joint ventures relates to a
business combination, explain why it is not segregated on the
balance
sheet apart from investments in joint ventures.  In addition tell
us
how you considered paragraphs 42 and 43 of SFAS 142 as it relates
to
presenting goodwill and intangible assets as one line item.

Consolidated Statement of Income, page 64

2. We note that you have product revenue from sale of licenses.
Tell
us how you considered Rule 5-03(b)(1) and (2) of Regulation S-X in
separately disclosing product and service revenues and their
respective costs.

3. We note the classification of amortization of intangible assets
in
other operating assets.  Tell us how you considered recording
amortization of intangible assets in Cost of Revenues.

Note 2:  Summary of Significant Accounting Policies

Basis of Presentation, page 67

4. You disclose that investment in joint ventures and investment
in
common stock of other companies are recorded using the equity
method
or at cost.  Provide to us and tell us how you considered
including
within your financial statement note disclosures pursuant to
paragraph 20 of APB 18.

Revenue Recognition, page 69

5. We note that revenues for Sabre Travel Network and Travelocity
in
are recorded at the time reservations are booked for air travel or
at
the time hotel and other reservations are used by the consumer.
In
addition we note that Travelocity recognizes merchant revenue for
stand-alone air travel at the time the travel is marketed to the
consumer and for vacation packages and hotel stats at the date of
check-in.  Explain why timing for recognizing revenue from air
travel
differs from the timing of revenue recognition for vacation
packages,
hotel reservations and other services/products.  In addition
explain
why pursuant to you merchant business model air travel is
recognized
at the time of the travel is marketed.  In your response tell us
the
criteria you consider in determining when revenue should be
recognized and the authoritative literature that supports you
accounting.

Recent Accounting Pronouncements, page 79

6. We note from your disclosures the Company determined that
investment in joint ventures and other investments are not
required
to be consolidated pursuant to FIN 46.  Tell us whether you have
an
interest in variable interest entities in which you are not the
primary beneficiary.  If so, tell us how you considered the
disclosing information pursuant to paragraphs 23 through 26 of FIN
46R.

Customer Incentives, page 71

7. You disclose that certain services with significant subscribers
contain booking productivity clauses and other provisions that
allow
subscribers to receive cash payments and/or various amounts of
additional equipment and other services from the Company at no
cost.
In addition we note that payments to subscribers at inception or
modification of service contract are deferred and amortized over
the
service contract.  Explain whether incentives provided to
customers
are recognized as expense or as a reduction of revenue.  Further
explain your basis for recognizing up front payments over the
expected term of the service contract and whether they are netted
against revenue.  In your response provide the authoritative
literature that supports your accounting and address your
consideration of EITF 01-9.

Note 10:  Income Taxes, page 104

8. You disclose that a change in Treasury regulations in 2003
resulted in the reversal of previously accrued taxes ($18 million)
in
2004.  Explain the nature of the change in Treasury Regulations
and
why the reversal of accrued taxes impacted fiscal year 2004 as
opposed to 2003 considering the change was effective in 2003 tax
year.  In addition tell us why the reversal of, what appears to be
a
current income tax liability, was not offset by and adjustment to
deferred taxes (i.e. this appears to be a temporary timing
difference).

Form 8-K/A filed October 5, 2005

9. We note your pro forma balance sheet as of June 30, 2005 and
that
approximately $359 million is reported in the balance sheet of
lastminute.com plc for "Travel supplier liabilities and related
deferred revenue."  Tell us the portion of this balance that
relates
to deferred revenue and the nature of the items that comprise
deferred revenue.  Further tell us whether deferred revenue
represents a legal obligation assumed by your Company and how you
determined the fair value of that obligation.  Refer to EITF 01-3.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kari Jin, Staff Accountant, at (202) 551-
3481,
Tom Ferraro, Senior Staff Accountant at (202) 551-3225 or me at
(202)
551-3730 if you have questions regarding these comments.


Sincerely,


      Kathleen Collins
      Accounting Branch Chief
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Mr. Michael S. Gilliland
Sabre Holding Corporation
January 6, 2006
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