As filed with the Securities and Exchange Commission on August 29,1997
Registration No. 33-_________

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
__________________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________

SOTHEBY'S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Michigan 38-2478409
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

500 North Woodward Avenue
Suite 100
Bloomfield Hills, Michigan 48304
(Address of principal executive offices)

SOTHEBY'S HOLDINGS, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)

__________________________________________

William S. Sheridan
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
(212) 606-7000

(Name, address, including zip code, and telephone number, including area
code, of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed Proposed
maximum maximum
Title of securities to be Amount to be offering price per aggregate Amount of
registered registered share (1) offering price registration fee

Class A Limited Voting
Common Stock 6,000,000 $18.5625 111,375,000 $33,750

(1) Computed, pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee based on the average of the high and low prices of the
Class A Limited Voting Common Stock as reported on the New York Stock
Exchange Composite Tape on August 26, 1997.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant incorporates by reference: (1) its Annual Report on Form
10-K for the year ended December 31, 1996; (2) its Quarterly Report on Form
10-Q for the quarter ended March 31, 1997; and (3) its Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, each filed with the Securities and
Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act of
1934 ("the Exchange Act"). All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, 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 into this Registration
Statement and to be a part of this Registration Statement from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed incorporated by reference in this Registration Statement shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

The response to Item 4 of the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933, as filed with the Securities and
Exchange Commission on April 5, 1996, Registration Statement No. 33-302315 (the
"1996 Form S-8") is incorporated by reference.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The response to Item 5 of the 1996 Form S-8 is incorporated by reference.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The response to Item 6 of the 1996 Form S-8 is incorporated by reference.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

II-1

ITEM 8. EXHIBITS.

EXHIBIT NUMBER

5 Opinion of Miro Weiner & Kramer, counsel to the Registrant, as
to the legality of the shares.

23(a) Consent of Deloitte & Touche LLP.

23(b) Consent of Miro Weiner & Kramer (included in Exhibit 5).

24 Powers of Attorney.

ITEM 9. UNDERTAKINGS.

The response to Item 9 of the 1996 Form S-8 is incorporated by reference.

II-2

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
requirements 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 New York, State of New York, on the 28th day of
August, 1997.

SOTHEBY'S HOLDINGS, INC.

By: /s/ DIANA D. BROOKS
--------------------------------
Diana D. Brooks, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE

* Chairman of the Board August 28, 1997
- -------------------------------
A. Alfred Taubman

* Vice Chairman of the Board August 28, 1997
- -------------------------------
Max M. Fisher

* Deputy Chairman of the Board August 28, 1997
- -------------------------------
Lord Camoys

/s/ DIANA D. BROOKS President, Chief Executive August 28, 1997
- ------------------------------- Officer, and Director
Diana D. Brooks

* Executive Vice President, August 28, 1997
- ------------------------------- Chief Operating Officer,
Kevin A. Bousquette and Director

/s/ WILLIAM S. SHERIDAN Senior Vice President and August 28, 1997
- ------------------------------- Chief Financial Officer
William S. Sheridan

* Director August 28, 1997
- -------------------------------
Conrad Black

* Director August 28, 1997
- -------------------------------
Viscount Blakenham

* Director August 28, 1997
- -------------------------------
Walter J. P. Curley

* Director August 28, 1997
- -------------------------------
The Rt. Hon. The Earl of Gowrie

II-3

* Director August 28, 1997
- -------------------------------
The Marquess of Hartington

* Director August 28, 1997
- -------------------------------
Henry R. Kravis

* Chairman, Sotheby's Europe, August 28, 1997
- -------------------------------- and Director
Simon De Pury

/s/ PATRICIA CARBERRY Vice President, Controller, August 28, 1997
- -------------------------------- and Chief Accounting Officer
Patricia Carberry

*By: /s/ WILLIAM S. SHERIDAN
---------------------------
William S. Sheridan
Attorney-in-Fact

II-4

SOTHEBY'S HOLDINGS, INC.

EXHIBIT INDEX

EXHIBIT
NUMBER TITLE OF EXHIBIT
- ------- ----------------

5 Opinion of Miro Weiner & Kramer, counsel to the Registrant, as to the
legality of the shares.

23(a) Consent of Deloitte & Touche LLP.

23(b) Consent of Miro Weiner & Kramer (included in Exhibit 5).

24 Powers of Attorney.