UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Under The Securities Exchange Act of 1934
(Amendment No. 1)*
The Sabre Group Holdings, Inc.
________________________________________________________________
(Name of Issuer)
Class A Common Stock
________________________________________________________________
(Title of Class of Securities)
78590510
___________________
(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
13G
CUSIP No. 78590510
________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KR Capital Advisors, Inc.
13-3187794
________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________
NUMBER OF
SHARES 5 SOLE VOTING POWER 1,281,173
BENEFICIALLY _________________________________________________
OWNED BY 6 SHARED VOTING POWER None
EACH _________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER 1,366,573
PERSON _________________________________________________
WITH 8 SHARED DISPOSITIVE POWER None
________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,366,573
________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8
________________________________________________________________
12 TYPE OF REPORTING PERSON*
IA
________________________________________________________________
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
13G
CUSIP No. 78590510
________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward D. Klein
###-##-####
________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________
NUMBER OF
SHARES 5 SOLE VOTING POWER None
BENEFICIALLY _________________________________________________
OWNED BY 6 SHARED VOTING POWER 1,281,173
EACH _________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER None
PERSON _________________________________________________
WITH 8 SHARED DISPOSITIVE POWER 1,366,573
________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,366,573
________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8
________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
Item 1.
(a) Name of Issuer
The Sabre Group Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices
Mail Stop 4202
P.O. Box 619615
DFW Airport, TX
Item 2.
(a) Name of Person Filing
KR Capital Advisors, Inc.
Edward D. Klein
(b) Address of Principal Business Office or, if none,
Residence
450 Park Avenue
New York, NY 10022
(c) Citizenship
KR Capital Advisors, Inc. - Delaware
Edward D. Klein - United States
(d) Title of Class of Securities
Class A Common Stock
(e) CUSIP Number
78590510
Item 3.
(e) [x] KR Capital Advisors, Inc. is an Investment Adviser
registered under Section 203 of the Investment Advisers
Act of 1940.<PAGE>
Item 4. Ownership
As of December 31, 1997:
(a) Amount Beneficially Owned
KR Capital Advisors, Inc. -- 1,366,573
Edward D. Klein -- 1,366,573
(b) Percent of Class
KR Capital Advisors, Inc. -- 5.8%
Edward D. Klein -- 5.8%
The above percentages are based upon 23,475,000 shares
of outstanding Class A Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
KR Capital Advisors, Inc. -- 1,281,173
Edward D. Klein -- None
(ii) shared power to vote or to direct the vote
KR Capital Advisors, Inc. -- None
Edward D. Klein -- 1,281,173
(iii) sole power to dispose or to direct the
disposition of
KR Capital Advisors, Inc. -- 1,366,573
Edward D. Klein -- None
(iv) shared power to dispose or to direct the
disposition of
KR Capital Advisors, Inc. -- None
Edward D. Klein -- 1,366,573
The filing of this Schedule 13G shall not be construed as an
admission that Edward D. Klein is the beneficial owner of shares
beneficially owned by KR Capital Advisors, Inc.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
KR Capital Advisors, Inc. is deemed to be the
beneficial owner of 1,366,573 shares for purposes of
Rule 13d-1 since it has the power to make investment
decisions over such shares for its clients. KR Capital
Advisors, Inc. does not, however, have any economic
interest in the securities of those clients. The
clients are the actual owners of the securities and
have the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the
sale of, such securities. No client has an interest
that relates to more than five percent of the class.
Edward D. Klein, a principal stockholder of KR Capital
Advisors, Inc. does not directly own any shares. By
reason of his ownership interests in KR Capital
Advisors, Inc., Mr. Klein may be deemed to be the
indirect beneficial owner of the 1,366,573 shares which
KR Capital Advisors, Inc. is deemed to own
beneficially. The filing of this Schedule 13G shall
not be construed as an admission that Edward D. Klein
is the beneficial owner of shares beneficially owned by
KR Capital Advisors, Inc.
Martin E. Kaplan, a stockholder and the President of KR
Capital Advisors, Inc. does not directly own any shares.
The filing of this Schedule 13G shall not be construed
as an admission that Martin E. Kaplan is the beneficial
owner of shares beneficially owned by KR Capital
Advisors, Inc.
Of the 1,366,573 shares deemed to be beneficially owned
by KR Capital Advisors, Inc., 7,000 shares, which is
less than 0.1% of the class, are owned by the KR Capital
Advisors, Inc. Profit Sharing Plan. Edward D. Klein and
Martin E. Kaplan have economic interests in the KR
Capital Advisors, Inc. Profit Sharing Plan.
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.
<PAGE>
Item 9. Notice of Dissolution of the 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 in the ordinary course of business and
were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
SIGNATURES
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 11, 1998
KR Capital Advisors, Inc.
By:/s/ Richard Kravitz
------------------------
Name: Richard Kravitz
Title: Vice President
/s/ Edward D. Klein
---------------------------
Edward D. Klein<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities Exchange Act of
1934, as amended, the undersigned hereby agree and consent to the
joint filing on behalf of each of them of this Amendment No. 1 to
Schedule 13G.
Date: February 11, 1998
KR Capital Advisors, Inc.
By:/s/ Richard Kravitz
------------------------
Name: Richard Kravitz
Title: Vice President
/s/ Edward D. Klein
---------------------------
Edward D. Klein
