<SUBMISSION>
<ACCESSION-NUMBER>0000912057-02-014095
<TYPE>SC 13E3/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20020408
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>TRAVELOCITY COM INC
<CIK>0001104172
<ASSIGNED-SIC>6770
<IRS-NUMBER>752855112
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13E3/A
<ACT>34
<FILE-NUMBER>005-58693-05
<FILM-NUMBER>02604768
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>15100 TRINITY BLVD
<CITY>FORT WORTH
<STATE>TX
<ZIP>76155
<PHONE>8179632923
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>15100 TRINITY BLVD
<CITY>FORT WORTH
<STATE>TX
<ZIP>76155
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>TRAVELOCITY COM INC
<CIK>0001104172
<ASSIGNED-SIC>6770
<IRS-NUMBER>752855112
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13E3/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>15100 TRINITY BLVD
<CITY>FORT WORTH
<STATE>TX
<ZIP>76155
<PHONE>8179632923
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>15100 TRINITY BLVD
<CITY>FORT WORTH
<STATE>TX
<ZIP>76155
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13E3/A
<SEQUENCE>1
<FILENAME>a2076131zsc13e3a.txt
<DESCRIPTION>SC 13E3/A
<TEXT>
<Page>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13E-3

                              ___________________

  TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF
                         1934 AND RULE 13e-3 THEREUNDER
                                 (RULE 13e-100)

                               (Amendment No. 3)

                              Travelocity.com Inc.
                                (Name of Issuer)

                              Travelocity.com Inc.
                      (Name of Person(s) Filing Statement)

                    Common Stock, par value $0.001 per share
                         (Title of Class of Securities)

                                   893953-109
                     (CUSIP Number of Class of Securities)

                              ___________________

                                Terrell B. Jones
                     President and Chief Executive Officer
                              Travelocity.com Inc.
                            15100 Trinity Boulevard
                            Fort Worth, Texas 76155
                                 (817) 785-8000
  (Name, Address and Telephone Number of Person Authorized to Receive Notices
        and Communications on Behalf of the Person(s) Filing Statement)

                                with copies to:

                               Don M. Glendenning
                                 Toni Weinstein
                            Locke Liddell & Sapp LLP
                          2200 Ross Avenue, Suite 2200
                              Dallas, Texas 75201
                                 (214) 740-8000

       This statement is filed in connection with (check the appropriate box):

       a.  / /  The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.

       b.  / /  The filing of a registration statement under the Securities Act
of 1933.

       c.  /X/  A tender offer.

       d.  / /  None of the above.

        Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:  / /

<Page>

        Check the following box if the filing is a final amendment reporting
the results of the transaction:  / /

                           CALCULATION OF FILING FEE
-------------------------------------------------------------------------------
                Transaction Value           Amount of Filing Fee
-------------------------------------------------------------------------------
                 $490,944,860(1)               $45,166.93(2)
-------------------------------------------------------------------------------

(1)     The transaction value is estimated for purposes of calculating the
filing fee only. This calculation assumes the purchase of 17,533,745 shares of
common stock, par value $.001 per share (the "Shares"), of Travelocity.com Inc.
at a purchase price of $28.00 per Share, net to the seller in cash.  Such
number of Shares assumes (i) 15,017,841 Shares outstanding (excluding Shares
already held by Sabre Holdings Corporation and its subsidiaries) as of January
31, 2002 and (ii) the exercise of up to options to purchase 2,515,904 Shares,
exercisable on or prior to the expected consummation of the tender offer.

(2)  The amount of the filing fee is calculated in accordance with Rule 0-11(b)
of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 8
of 2002 issued by the Securities and Exchange Commission on January 16, 2002.

/X/     Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

Amount Previously Paid: $45,166.93   Filing Party: Travelocity Holdings Sub Inc.
                                                   Sabre Holdings Corporation

Form or Registration No.: SC TO-T    Date Filed:   March 5, 2002 ($37,101.40)
                          SC TO-T/A                March 18, 2002 ($8,065.53)

<Page>

        This Amendment No. 3 is filed by Travelocity.com Inc., a Delaware
corporation (the "Company"). The filing person is the subject company. This
Amendment No. 3 amends and supplements the Transaction Statement on Schedule
13E-3 filed with the Securities and Exchange Commission (the "Commission") by
the Company on March 18, 2002, as amended by Amendment No. 1 thereto, dated
March 28, 2002, and Amendment No. 2 thereto, dated April 4, 2002 (as amended,
the "Schedule 13E-3"), relating to the tender offer by Travelocity Holdings Sub
Inc., a Delaware corporation (the "Purchaser") and an indirect wholly owned
subsidiary of Sabre Holdings Corporation, a Delaware corporation ("Parent"), to
purchase all the outstanding shares of common stock, par value $.001 per share
(the "Shares"), of the Company at a purchase price of $28.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Purchaser's Offer to Purchase dated March 5, 2002, as supplemented by the
Supplement thereto, dated March 18, 2002, and in the related revised Letter of
Transmittal (which together, as they may be amended or supplemented from time
to time, constitute the "Offer").

        Capitalized terms used herein and not otherwise defined shall have the
meanings given them in the Schedule 13E-3.

Items 1, 4, 11 and 15.

        Items 1, 4, 11 and 15 of the Schedule 13E-3 are hereby amended by
adding the following thereto:

        "At 12:00 midnight, New York City time, on Friday, April 5, 2002, the
Offer expired.  Parent estimates that 14,337,359 Shares, including guaranteed
deliveries, were tendered.  The Company has been informed that the Purchaser
has accepted for payment all validly tendered Shares and will make prompt
payment to the depositary for the accepted Shares.  Parent has also informed
the Company that Parent expects to complete a "short-form" merger in which the
Company will become a wholly owned subsidiary of Parent and each Share that was
not tendered, other than shares owned by Parent and stockholders validly
exercising appraisal rights under Delaware law, will be converted into a right
to receive $28.00 in cash without interest. Parent expects to complete the
merger on April 11, 2002."

        The full text of the press release announcing completion of the Offer
is attached as Exhibit (a)(29) hereto and incorporated herein by reference."

Item 16.

        Item 16 of the Schedule 13E-3 is hereby supplemented as follows:

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

(a)(29)        Text of release of Parent announcing completion of the Offer,
               dated April 8, 2002.

<Page>

                                   SIGNATURE

     After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

                                TRAVELOCITY.COM INC.

                                By: /s/ Terrell B. Jones
                                    -----------------------------------------
                                    Name:  Terrell B. Jones
                                    Title: President and Chief Executive Officer


Dated:  April 8, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A29
<SEQUENCE>3
<FILENAME>a2076131zex-99_a29.txt
<DESCRIPTION>EXHIBIT 99.A29
<TEXT>
<Page>

                                                                Exhibit (a)(29)


       Sabre Completes Tender Offer for Travelocity.com Outstanding Shares

SOUTHLAKE, Texas, April 8 -- Sabre Holdings Corporation (NYSE: TSG - news)
today announced the successful completion of its cash tender offer at $28.00
per share for the outstanding publicly held shares of Travelocity.com Inc.
(Nasdaq: TVLY - news) common stock that Sabre did not own.

The offer expired at midnight, New York City time, on Friday, April 5. Sabre
estimates that 14,337,359 shares of Travelocity common stock, including
guaranteed deliveries, were tendered. The tendered shares combined with the
Travelocity stock already owned by Sabre represent approximately 96 percent of
Travelocity's outstanding common stock, on an as-converted basis. Sabre has
accepted for payment all validly tendered shares and will make prompt payment
to the depositary for the accepted shares.

Sabre expects to complete a "short-form" merger in which Travelocity will
become a wholly owned Sabre company. In the merger, each share of Travelocity
common stock that was not tendered, other than shares owned by Sabre and
stockholders validly exercising appraisal rights under Delaware law, will be
converted into a right to receive $28.00 in cash without interest. Completion
of the merger is expected on April 11.

About Sabre

Sabre is the leading provider of technology, distribution and marketing
services for the travel industry. Headquartered in Southlake, located in the
Dallas-Fort Worth Metroplex, the company has approximately 5,500 employees in
45 countries. Sabre reported 2001 revenues of $2.1 billion. With the completion
of the tender offer, Sabre owns Travelocity.com, the most popular travel site
on the web, and GetThere, the world's leading provider of Web-based travel
reservation systems for corporations and travel suppliers. Sabre is an S&P 500
company, traded on the New York Stock Exchange (NYSE: TSG - news). More
information on Sabre is available on the World Wide Web at
http://www.sabre.com.


</TEXT>
</DOCUMENT>
</SUBMISSION>
