UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934




                           Sabre Holdings Corporation
-------------------------------------------------------------------------------
                                (Name of Issuer)



                      Class A Common Stock, $0.01 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    785905100
                  --------------------------------------------
                                 (CUSIP Number)





                                December 31, 2001
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)



                                Page 1 of 7 pages


-----------------------
  CUSIP No. 785905100                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           Goldman Sachs Asset Management, a separate operating unit of
           Goldman, Sachs & Co.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 5,817,148

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               0
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  7,465,978

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               0

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           7,465,978

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           5.6%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           IA

------------------------------------------------------------------------------



                                Page 2 of 7 pages


Item 1(a).         Name of Issuer:
                   Sabre Holdings Corporation

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   4255 Amon Carter Blvd.
                   Fort Worth, TX  76155

Item 2(a).         Name of Persons Filing:
                   Goldman Sachs Asset Management

Item 2(b).         Address of Principal Business Office or, if none, Residence:
                   32 Old Slip, New York, NY  10005

Item 2(c).         Citizenship:
                   Goldman Sachs Asset Management - New York

Item 2(d).         Title of Class of Securities:
                   Class A Common Stock, $0.01 par value

Item 2(e).         CUSIP Number:
                   785905100

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a :

          (a).[_]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).

          (b).[_]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[_]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[X]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);
                              Goldman Sachs Asset Management, a separate
                              operating unit of Goldman, Sachs & Co.

          (f).[_]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[_]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);

          (h).[_]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[_]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



                                Page 3 of 7 pages


Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item  9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s) to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).     Sole power to  vote or to direct  the vote:  See the
                            response(s) to Item 5 on the attached cover page(s).

                   (ii).    Shared power to vote or to direct the vote:  See the
                            response(s) to Item 6 on the attached cover page(s).

                   (iii).   Sole power to  dispose or to direct  the disposition
                            of:  See the response(s) to  Item 7  on the attached
                            cover page(s).

                   (iv).    Shared power to dispose or to direct the disposition
                            of:  See the response(s) to  Item 8  on the attached
                            cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary  Which
                   Acquired the Security Being Reported on by the Parent Holding
                   Company.
                             Not Applicable

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                   By signing  below I certify that, to the best of my knowledge
                   and belief,  the  securities  referred to above were acquired
                   and are held in the ordinary  course of business and were not
                   acquired  and are not  held  for the  purpose  of or with the
                   effect of changing or  influencing  the control of the issuer
                   of the  securities  and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.


--------------------------
     * In accordance with Securities and Exchange Commission ("SEC") Release No.
34-39538  (January 12, 1998),  this filing reflects the securities  beneficially
owned  by the  asset  management  unit  of  Goldman,  Sachs  & Co.  (the  "Asset
Management Unit). This filing does not reflect securities,  if any, beneficially
owned by any other operating unit of Goldman,  Sachs & Co. The Asset  Management
Unit disclaims beneficial ownership of the securities  beneficially owned by (i)
any client  accounts  with respect to which it or its  employees  have voting or
investment  discretion,  or both, and (ii) certain investment entities, of which
its affiliate is the general partner, managing general partner or other manager,
to the extent  interests  in such  entities  are held by persons  other than the
Asset Management Unit.



                               Page 4 of 7 pages



                                    SIGNATURE

            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.


Date:  February 14, 2002


                                GOLDMAN, SACHS & CO. on behalf of
                                Goldman Sachs Asset Management


                                By:  /s/ Roger S. Begelman
                                     --------------------------------------
                                Name:    Roger S. Begelman
                                Title:   Attorney-in-fact



                                Page 5 of 7 pages



                                INDEX TO EXHIBITS




Exhibit No.             Exhibit
-----------             -------

 99.1                  Power of Attorney,  dated December 8, 2000,  relating to
                       Goldman, Sachs & Co.




                                Page 6 of 7 pages