SOTHEBY'S HOLDINGS, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD JUNE 22, 1994

To the Shareholders of
SOTHEBY'S HOLDINGS, INC.

The Annual Meeting of Shareholders of SOTHEBY'S HOLDINGS, INC. (the
"Company") will be held on Wednesday, June 22, 1994, at Sotheby's, 34-35 New
Bond Street, London, England, at 10 o'clock in the forenoon, local time, for the
following purposes:

1. To elect ten (10) directors to serve until the next annual meeting
of shareholders and until their successors are elected and qualified;

2. To ratify the appointment of Deloitte & Touche as the Company's
independent auditors for the year ending December 31, 1994; and

3. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on April 29, 1994 as
the record date for determining the shareholders that are entitled to notice of,
and to vote at, the annual meeting or any adjournments or postponements thereof
(the "Meeting").

By Order of the Board of Directors
A. ALFRED TAUBMAN, Chairman
Bloomfield Hills, Michigan
May 16, 1994

SHAREHOLDERS WHO DO NOT INTEND TO BE PRESENT AT THE MEETING IN PERSON ARE
REQUESTED TO SIGN AND DATE THE ENCLOSED PROXY AND TO RETURN IT IN THE
ACCOMPANYING ENVELOPE IN ORDER THAT THE NECESSARY QUORUM MAY BE ASSURED. ANY
PROXY MAY BE REVOKED IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT
AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE MEETING.

SOTHEBY'S HOLDINGS, INC.
500 N. WOODWARD AVENUE
SUITE 100
BLOOMFIELD HILLS, MICHIGAN 48304
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 22, 1994

This Proxy Statement is furnished in connection with the solicitation of
Proxies by and on behalf of the Board of Directors of Sotheby's Holdings, Inc.
(the "Company"), for use at the annual meeting of shareholders and at any
adjournment or adjournments thereof (the "Meeting") to be held, for the purposes
set forth in the accompanying Notice of Annual Meeting, on Wednesday, June 22,
1994 at Sotheby's, 34-35 New Bond Street, London, England ("Sotheby's U.K."), at
10 o'clock in the forenoon, local time. The Company expects to mail this Proxy
Statement on or about May 16, 1994.

Valid Proxies will be voted as specified thereon at the Meeting. Any
shareholder giving a Proxy in the accompanying form retains the power to revoke
the Proxy at any time prior to its exercise. Any person giving a proxy may
revoke it by written notice to the Company at any time prior to its exercise. In
addition, attendance at the Meeting will not constitute a revocation of a Proxy
unless the shareholder affirmatively indicates at the Meeting that such
shareholder intends to vote the shares in person.

ANNUAL REPORT

The Annual Report of the Company for the fiscal year ended December 31,
1993, including financial statements examined by Deloitte & Touche, independent
auditors, and their report thereon dated February 28, 1994, is being mailed with
this Proxy Statement to each of the Company's shareholders of record at the
close of business on April 29, 1994. IN ADDITION, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, WILL BE SENT TO ANY SHAREHOLDER, WITHOUT
CHARGE, UPON WRITTEN REQUEST TO INVESTOR RELATIONS, C/O SOTHEBY'S, INC., 1334
YORK AVENUE, NEW YORK, NEW YORK 10021.

VOTING SECURITIES

The holders of record of shares of Class A Limited Voting Common Stock, par
value $0.10 per share (the "Class A Common Stock"), or shares of Class B Common
Stock, par value $0.10 per share (the "Class B Common Stock" and, together with
the Class A Common Stock, the "Common Stock"), of the Company at the close of
business on April 29, 1994 are entitled to vote at the Meeting. On that date,
there were outstanding and entitled to vote 36,582,916 shares of Class A Common
Stock, entitled to one vote per share, and 19,163,971 shares of Class B Common
Stock, entitled to ten votes per share. At the Meeting, the holders of Class A
Common Stock, voting as a class, will elect three directors, and the holders of
Class B Common Stock, voting as a class, will elect the remaining seven
directors.

With respect to all matters that may properly come before the Meeting
(other than the election of directors), holders of Common Stock will vote as a
single class.

Unless contrary instructions are indicated on the Proxy, all shares of
Common Stock represented by valid Proxies received pursuant to this solicitation
(and not revoked before they are voted) will be voted FOR the election of the
nominees for directors named in the Proxy and FOR the ratification of the
appointment of Deloitte & Touche as the Company's independent auditors. The
disposition of all business that may properly come before the Meeting, other
than the election of directors, requires the affirmative vote of a majority in
voting power of the votes cast at the Meeting. The shares of Common Stock
represented by a valid proxy which abstains with respect to any matter will be
counted in determining the number of votes cast with respect to that matter but
will not be counted as an

affirmative vote in determining whether the affirmative vote of a majority of
the shares was cast in favor of that matter.

A broker is not permitted to vote stock held in street name on certain
matters in the absence of instructions from the beneficial owner of the stock.
Thus a proxy submitted by a broker may indicate that all or a portion of the
shares represented by such proxy are not being voted by such broker with respect
to a particular matter. The shares subject to any such proxy which are not being
voted with respect to a particular matter (the "non-voted shares") will be
considered shares not present and entitled to vote on such matter, although such
shares may be considered present and entitled to vote for other purposes and
will count for purposes of determining the presence of a quorum. (Shares voted
to abstain as to a particular matter will not be considered non-voted shares.)
Accordingly, non-voted shares with respect to such matters will not affect the
determination of whether such matter is approved.

The Company knows of no business other than that set forth above to be
transacted at the Meeting, but if other matters requiring a vote do arise, it is
the intention of the persons named in the Proxy to vote in accordance with their
judgment on such matters.

ELECTION OF DIRECTORS

Ten directors are to be elected at the Meeting to serve until the next
annual meeting and until their respective successors have been elected and
qualified. All of the nominees are now members of the Board of Directors.
Directors are elected by a plurality of the votes cast at the Meeting.

The shares of Class A Common Stock represented by the enclosed Proxy, if
given and unless otherwise specified, will be voted by the persons named as
Proxies for the election of the following individuals nominated by the Board of
Directors:

YEAR FIRST
NAME ELECTED A DIRECTOR
- - ------------------------------------------------------------------------------- -------------------

A. Alfred Taubman.............................................................. 1983
Max M. Fisher.................................................................. 1983
Walter J. P. Curley............................................................ 1993

The shares of Class B Common Stock represented by the enclosed Proxy, if
given and unless otherwise specified, will be voted by the persons named as
Proxies for the election of the following individuals nominated by the Board of
Directors:

YEAR FIRST
NAME ELECTED A DIRECTOR
- - ------------------------------------------------------------------------------- -------------------

Lord Camoys.................................................................... 1993
Diana D. Brooks................................................................ 1992
Viscount Blakenham............................................................. 1987
The Rt. Hon. The Earl of Gowrie................................................ 1985
Leslie H. Wexner............................................................... 1983
Michael L. Ainslie............................................................. 1984
R. Julian de la M. Thompson.................................................... 1983

It is not contemplated that any of the nominees will be unable or unwilling
to serve; however, if any nominee is unable or unwilling to serve, it is
intended that the shares represented by the Proxy, if given and unless otherwise
specified therein, will be voted for a substitute nominee or nominees designated
by the Board of Directors. Additional information regarding the nominees is
contained under the caption "MANAGEMENT."

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 29, 1994 by its directors,
named executive officers and 5% shareholders. The Company has relied upon
information supplied by its officers, directors and certain shareholders and
upon information contained in filings with the Securities and Exchange
Commission. Each share of Class B Common Stock is freely convertible into one
share of Class A Common Stock. Accordingly, under the applicable rules of the
Securities and Exchange Act of 1934, holders of Class B Common Stock are deemed
to own an equal number of shares of Class A Common Stock. For purposes of the
calculation of the percentage of each class that each named officer, director
and 5% shareholder beneficially owns, the number of shares of such class deemed
to be outstanding is the sum of all outstanding shares of such class plus the
number of shares that such beneficial owner has, or is deemed to have, the right
to acquire by the exercise of options and/or conversion.

CLASS A AND CLASS B COMMON STOCK OWNERSHIP OF
DIRECTORS, EXECUTIVE OFFICERS AND 5% SHAREHOLDERS

CLASS A COMMON STOCK CLASS B COMMON STOCK
-------------------------- --------------------------
DIRECTORS, EXECUTIVE NUMBER PERCENT NUMBER PERCENT
OFFICERS AND 5% SHAREHOLDERS OF SHARES OF CLASS OF SHARES OF CLASS
- - -------------------------------------------------- ------------- ----------- ------------- -----------

A. Alfred Taubman................................. 13,199,616(1)(2) 26.5% 13,199,516(2) 68.9%
200 E. Long Lake Road
Bloomfield Hills, MI 48304
Max M. Fisher..................................... 1,897,921(3) 4.9% 1,840,921(4) 9.6%
2700 Fisher Building
Detroit, MI 48202
Leslie H. Wexner.................................. 540,216(5) 1.5% 393,316 2.1%
41 South High Street
Suite 3710
Columbus, OH 43215-6190
Lord Camoys....................................... 7,500 *
Barclays de Zoete Wedd
Ebbgate House, 2 Swan Lake
London EC4R 3TS, England
Michael L. Ainslie................................ 715,200(6) 1.9% 715,000(7) 3.7%
Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
Diana D. Brooks................................... 218,000(8) * 218,000(9) 1.1%
Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
The Rt. Hon.
The Earl of Gowrie................................ 28,000(10) * 28,000(11) *
Sotheby's
34-35 New Bond Street
London W1 2AA England
R. Julian de la M. Thompson....................... 124,500(12) * 124,500(13) *
Sotheby's
34-35 New Bond Street
London W1 2AA England
Kevin A. Bousquette............................... 39,000(14) * 30,000(15) *
Sotheby's, Inc.
1334 York Avenue
New York, NY 10021
Simon de Pury..................................... 55,000(16) * 40,000(17) *
Sotheby's
13 Quai du Mont Blanc
CH-1201 Geneva, Switz.

Fidelity Management & Research Co................. 4,336,000 11.9%
82 Devonshire Street
Boston, MA 02109
GeoCapital Corporation............................ 2,263,450(18) 6.2%
767 Fifth Avenue
New York, NY 10153
State of Wisconsin Investment Board............... 2,407,300 6.6%
P.O. Box 7842
Madison, WI 53707
Directors and Executive Officers.................. 16,925,589(19) 31.8% 16,675,916 (19) 85.4%(19)
as a Group

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

* Represents less than 1%.

(1) Mr. Taubman owns 100 shares of Class A Common Stock. This figure also
includes 9,730,886 shares of Class A Common Stock that he has, or is deemed to
have, the right to acquire by converting shares of Class B Common Stock that Mr.
Taubman owns as trustee of his grantor trust and also includes 3,468,630 shares
of Class A Common Stock that he has the right to acquire by converting shares of
Class B Common Stock owned by Taubman Investments Limited Partnership, as to
which he has sole voting and dispositive control.

(2) This figure includes 3,468,630 shares of Class B Common Stock owned by
Taubman Investments Limited Partnership, as to which Mr. Taubman has sole voting
and dispositive control, and excludes shares owned by Judith Taubman. Mr.
Taubman disclaims beneficial ownership of the 792,830 shares of Class B Common
Stock owned by Judith Taubman, his wife. Mr. Taubman and Taubman Investments
Limited Partnership have pledged all of their shares of Class B Common Stock to
certain banks. If the banks were to foreclose on the pledges, a change in
control of the Company could take place under certain circumstances. In the
opinion of Mr. Taubman, the chances of a foreclosure on the pledges are remote.

(3) This figure includes 1,840,921 shares of Class A Common Stock that Mr.
Fisher has, or is deemed to have, the right to acquire by converting shares of
Class B Common Stock. See footnote 4 below. This figure also includes 57,000
shares of Class A Common Stock owned by a charitable foundation of which Mr.
Fisher is a director. Mr. Fisher disclaims beneficial ownership of all shares of
Class A Common Stock other than 1,830,161 shares relating to the shares of Class
B Common Stock held by him as trustee of his grantor trust. See footnote 4. This
figure excludes 2,100 shares of Class A Common Stock owned by a family trust of
which Mr. Fisher's wife is a co-trustee.

(4) This figure includes 10,760 shares of Class B Common Stock owned by
various family trusts of which Mr. Fisher is a co-trustee and 1,830,161 shares
of Class B Common Stock that Mr. Fisher holds as trustee of his grantor trust.
This figure excludes 668,624 shares owned by Martinique Hotel, Inc., a
corporation owned by Mr. Fisher's family. This figure also excludes 56,519
shares of Class B Common Stock owned by various family trusts of which Mr.
Fisher's wife is a co-trustee. Mr. Fisher disclaims beneficial ownership of all
shares other than those held by him as trustee of his grantor trust.

(5) Mr. Wexner owns 146,900 shares of Class A Common Stock. This figure
also includes 393,316 shares of Class A Common Stock that he has the right to
acquire by converting shares of Class B Common Stock.

(6) This figure includes 200 shares of Class A Common Stock owned by a
trust for Mr. Ainslie's son, of which Mr. Ainslie is a trustee. Mr. Ainslie
disclaims beneficial ownership of such shares. This figure also includes 700,000
shares of Class A Common Stock that Mr. Ainslie has the right to acquire by
converting shares of Class B Common Stock and 15,000 shares of Class A Common
Stock that he has the right to acquire by exercising options for Class B Common
Stock and converting those shares.

(7) Mr. Ainslie owns 700,000 shares of Class B Common Stock. This figure
also includes 15,000 shares of Class B Common Stock that Mr. Ainslie has the
right to acquire by exercising options.

(Footnotes continued on following page)

(Footnotes continued from preceding page)

(8) This figure includes 100,000 shares of Class A Common Stock that Ms.
Brooks has the right to acquire by converting shares of Class B Common Stock and
118,000 shares of Class A Common Stock that she has the right to acquire by
exercising options for shares of Class B Common Stock and converting those
shares.

(9) Ms. Brooks owns 100,000 shares of Class B Common Stock. This figure
also includes 118,000 shares of Class B Common Stock that Ms. Brooks has the
right to acquire by exercising options.

(10) This figure represents shares of Class A Common Stock that Lord Gowrie
has the right to acquire by exercising options for shares of Class B Common
Stock and converting those shares.

(11) This figure represents shares of Class B Common Stock that Lord Gowrie
has the right to acquire by exercising options.

(12) This figure includes 75,000 shares of Class A Common Stock that Mr.
Thompson has the right to acquire by converting shares of Class B Common Stock
and 49,500 shares of Class A Common Stock that he has the right to acquire by
exercising options for Class B Common Stock and converting those shares.

(13) Mr. Thompson owns 75,000 shares of Class B Common Stock. This figure
also includes 49,500 shares of Class B Common Stock that Mr. Thompson has the
right to acquire by exercising options.

(14) Mr. Bousquette owns 9,000 shares of Class A Common Stock. This figure
also includes 30,000 shares of Class A Common Stock that he has the right to
acquire by exercising options for shares of Class B Common Stock and converting
those shares.

(15) This figure represents shares of Class B Common Stock that Mr.
Bousquette has the right to acquire by exercising options.

(16) Mr. de Pury owns 15,000 shares of Class A Common Stock. This figure
also includes 40,000 shares of Class A Common Stock that Mr. de Pury has the
right to acquire by exercising options for shares of Class B Common Stock and
converting those shares.

(17) This figure represents shares of Class B Common Stock that Mr. de Pury
has the right to acquire by exercising options.

(18) This figure includes 36,000 shares owned by employees of GeoCapital
Corporation, as to which GeoCapital Corporation disclaims beneficial ownership.
It also includes shares held in third parties' accounts over which GeoCapital
Corporation has investment discretion but as to which GeoCapital Corporation
disclaims beneficial ownership.

(19) See above notes.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

All directors of the Company are elected to hold office until the next
annual meeting of shareholders and until their successors are elected and
qualified. Officers of the Company are appointed by the Board of Directors and
serve at the discretion of the Board. The directors and executive officers of
the Company (including certain officers of certain principal subsidiaries and
divisions) are as follows:

NAME AGE PRESENT TITLE
- - ------------------------------------------ ----------- -----------------------------------------------------

A. Alfred Taubman......................... 69 Chairman and Director
Max M. Fisher............................. 85 Vice Chairman and Director
Lord Camoys............................... 54 Deputy Chairman and Director
Diana D. Brooks........................... 43 President, Chief Executive Officer and Director
Viscount Blakenham........................ 56 Director
Walter J. P. Curley....................... 71 Director
The Rt. Hon. The Earl of Gowrie........... 54 Director
Leslie H. Wexner.......................... 56 Director

NAME AGE PRESENT TITLE
- - ------------------------------------------ ----------- -----------------------------------------------------

Michael L. Ainslie........................ 51 Director
George Bailey............................. 40 Managing Director, Sotheby's Europe
Kevin A. Bousquette....................... 36 Senior Vice President and Chief Financial Officer
Thomas F. Gannalo......................... 42 Vice President, Controller and Chief Accounting
Officer
Simon de Pury............................. 42 Chairman, Sotheby's Europe
William F. Ruprecht....................... 38 Managing Director, Sotheby's North and South America
R. Julian de la M. Thompson............... 52 Director; Chairman, Sotheby's Asia
Henry Wyndham............................. 40 Chairman, Sotheby's (U.K.)
Mitchell Zuckerman........................ 48 President, Sotheby's Financial Services, Inc.

Mr. Taubman is a private investor. Since 1983, Mr. Taubman has been the
largest shareholder, Chairman and a director of the Company. He is Chairman of
Taubman Centers, Inc., a company engaged in the regional retail shopping center
business. He is also a director of R. H. Macy & Co., Inc., which owns and
operates department stores throughout the United States. In January 1992, R.H.
Macy & Co. filed for bankruptcy protection under Chapter 11 of the U.S.
Bankruptcy Code. He is also Chairman of the Board of Woodward & Lothrop
Holdings, Inc. and a director of Woodward & Lothrop Incorporated, both of which
filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in
January 1994.

Mr. Fisher is a private investor and has been Vice Chairman of the Company
since 1986 and a director of the Company since 1983. He is a director of
Comerica Incorporated, a bank holding company.

Lord Camoys became a director of the Company in October 1993 and assumed
the role of Deputy Chairman of the Company effective April 1, 1994. Since 1989
he has been Deputy Chairman of Barclays de Zoete Wedd Holdings Limited, the
international investment banking arm of Barclays Group. He is a director of 3i
Group plc, an investment group, and is Deputy Chairman of National Provident
Institution.

Ms. Brooks has been the President and Chief Executive Officer of the
Company since April 1, 1994. She became President and Chief Executive Officer of
Sotheby's, the Company's worldwide auction business, in March 1993. She became a
director of the Company in 1992. She was named Chief Executive Officer of
Sotheby's, Inc. in 1990 and President of Sotheby's, Inc. in 1987.

Lord Blakenham became a director of the Company in 1987. Since 1961, he has
served in various executive positions with Pearson plc, a British media company
that serves worldwide information, education and entertainment markets and which
has a substantial interest in the three Lazard investment banking firms. He has
been Executive Chairman of Pearson plc since 1983. He is a Managing Director of
Lazard Brothers & Co., Limited, an investment banking firm, and the non-
executive Chairman of MEPC, plc, a commercial real estate investment and
development company.

Mr. Curley became a director of the Company in April 1993. From 1989 to
March 1993, Mr. Curley served as U.S. Ambassador to France. Prior to 1989, Mr.
Curley was U.S. Ambassador to Ireland, was a partner of J.H. Whitney & Co., and
was a principal in his own private venture capital investment firm, W.J.P.
Curley. Mr. Curley is a director of American Exploration Company, an oil and gas
exploration and development company, Coflexip S.A., a manufacturer of flexible
pipe for the petroleum industry, Fiduciary Trust International, a funds
management firm, and The France Growth Fund, a closed end investment company. He
is also a member of the International Advisory Committee of Compagnie Financiere
de Paribas, an international bank.

Lord Gowrie has been a director of the Company since 1985. He served as
Chairman of Sotheby's Europe from 1992 through 1993. From 1988 to 1991, Lord
Gowrie served as Chairman of Sotheby's
6

(U.K.), which then encompassed the United Kingdom, Europe, Asia and Australia.
Lord Gowrie is a director of the Ladbroke Group PLC, an entertainment and
leisure company.

Mr. Wexner has been a director of the Company since 1983. Since 1963, he
has been President and Chairman of The Limited, Inc., which is one of the
leading women's apparel specialty stores and mail order retailers in the United
States. Mr. Wexner is a director and a member of the Executive Committee of Banc
One Corporation.

Mr. Ainslie has been a director of the Company since 1984, and was the
President and Chief Executive Officer of the Company from 1984 to April 1, 1994.
Mr. Ainslie is also Chairman of Sotheby's International Realty, Inc.

Mr. Bailey was appointed Managing Director of Sotheby's Europe in January
1994. From 1992 through 1993, he served as director of Business Development,
Sotheby's Europe. From 1987 to 1992, Mr. Bailey was the director of operations,
Sotheby's (U.K.). Mr. Bailey joined Sotheby's in 1979.

Mr. Bousquette has been Senior Vice President and Chief Financial Officer
since April 1993. From 1985 to 1992, Mr. Bousquette was an executive at Kohlberg
Kravis Roberts & Co., L.P., a merchant banking firm, and a limited partner of
KKR Associates, L.P.

Mr. Gannalo was appointed Vice President and Controller in April 1991, and
was also named Chief Accounting Officer in August 1992. He joined the Company in
1987 as Controller of Sotheby's, Inc.

Mr. de Pury was appointed Chairman of Sotheby's Europe in January 1994. He
served as Deputy Chairman of Sotheby's Europe from 1992 through 1993. From 1988
to 1991, he served as Deputy Chairman of Sotheby's (U.K.), directly responsible
for European development. He joined the Company in 1986 as Managing Director,
Sotheby's International, Inc., responsible for all continental European offices.

Mr. Ruprecht was appointed Executive Vice President and Managing Director
of Sotheby's, Inc. in February 1994. In 1992, he became Director of Marketing
for the Company worldwide, a position he continues to hold. From 1986 to 1992,
he served as director of marketing for Sotheby's, Inc. Mr. Ruprecht joined the
Company in 1980.

Mr. Thompson has been a director of the Company since 1983 and became
Chairman of Sotheby's Asia in January 1992, directly responsible for development
in Asia, India and Australia. From 1988 to 1991 he was Deputy Chairman of
Sotheby's (U.K.), directly responsible for development in Asia.

Mr. Wyndham became Chairman of Sotheby's (U.K.) in February 1994. Since
prior to 1989, he was partner of the St. James Art Group, an art dealing
business.

Mr. Zuckerman has been President of Sotheby's Financial Services, Inc.,
since 1988. From June 1986 until 1989, he served as Senior Vice President,
Corporate Development of the Company. From 1984 to 1988, he was Senior Vice
President, Business Development of Sotheby's, Inc.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors of the Company met six times during 1993. The Board
of Directors has an Audit and Compensation Committee (the "Committee"), which
met six times during 1993. As of December 31, 1993, the Committee consisted of
Mr. Fisher, Viscount Blakenham and Mr. Curley. Each of the directors, with the
exception of Mr. Thompson and Mr. Wexner, attended at least 75% of the meetings
of the Board and of any committees of the Board on which he or she served during
the period that he or she served.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth all compensation of the Chief Executive
Officer and each of the other four most highly compensated executive officers of
the Company during each of the last three years.

SUMMARY COMPENSATION TABLE

ALL OTHER
LONG-TERM COMPENSATION
ANNUAL COMPENSATION COMPENSATION (15)
----------------------------------------------- ------------ ------------
STOCK
OTHER ANNUAL OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (4) COMPENSATION (#)
- - ------------------------------- --------- ---------- ---------- ------------ ------------

Michael L. Ainslie 1993 $ 430,000 $ $ 16,800(8) 75,000 19,708
President and Chief Executive 1992 430,000 224,325(9) 26,500
Officer 1991 430,000 101,000 20,250(10) 26,550

Diana D. Brooks 1993 $ 400,000 $ 233,000(5) $ 8,640(11) 250,000 34,250
President and Chief Executive 1992 280,000 255,000(5) 23,000
Officer, Sotheby's 1991 280,000 151,000 44,050

Roger C. Faxon(1) 1993 $ 300,000 $ 225,000(6) $ 248,739(12) 25,000 25,000
Managing Director, Sotheby's 1992 300,000 200,000(6) 767,187(13) 22,978
Europe 1991 300,000 101,000 18,854(14) 75,000 6,300

Simon de Pury(2) 1993 $ 243,180 $ 190,000(7) $ 100,000 30,469
Chairman, Sotheby's Europe 1992 230,106 80,000 14,000 34,515
1991 222,600 39,000 26,467

Kevin A. Bousquette(3) 1993 $ 239,808 $ 70,000 $ 150,000 7,500
Senior Vice President and
Chief Financial Officer

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

(1) Mr. Faxon resigned from the Company effective December 31, 1993.

(2) Mr. de Pury served as Deputy Chairman of Sotheby's Europe in 1993. He
assumed the position of Chairman of Sotheby's Europe on January 1, 1994.

(3) Mr. Bousquette joined the Company in March 1993.

(4) The 1993 bonus amounts include cash paid in 1994 in respect of 1993
performance.

(5) The 1993 bonus amount includes a payment of $60,000, representing part of a
special payment awarded to senior officers to reflect the fact that
salaries had been frozen since January 1990, and the 1992 bonus amount
includes a payment of $30,000, representing part of the special payment.
The balance of the special payment will be paid to Ms. Brooks in 1994,
contingent on her continued employment. The 1993 bonus amount also includes
payment of a deferred bonus of $23,000 paid for services rendered in
connection with the acquisition of Matisse and the management of AMA. The
1992 bonus amount also includes payment of a deferred bonus of $75,000 paid
in connection with the acquisition of Matisse and the management of AMA.

(6) The 1993 bonus amount includes a special bonus of $25,000 paid to Mr. Faxon
in 1993 in respect of 1993 performance. The 1992 bonus amount reflects not
only performance-related payments but also inducements to relocate to
London to manage European operations.

(7) The 1993 bonus amount includes a payment of $60,000, representing part of a
special payment awarded to senior officers to reflect the fact that
salaries had been frozen since January 1990. The balance of the special
payment will be paid to Mr. de Pury in 1994, contingent on his continued
employment.

(8) Company car payment.

(9) Includes a company car payment and, in accordance with the terms of Mr.
Ainslie's employment agreement, a payment of $207,525 in respect of stock
options exercised in 1992 ($0.15 per share).

(10) Company car payment.

(11) Company car payment.

(Footnotes continued on following page)

(Footnotes continued from preceding page)
(12) This amount includes a housing allowance ($78,156), a utilities allowance,
a company car payment and moving expenses. This amount also includes a
$150,000 severance payment paid to Mr. Faxon in connection with his
resignation from the Company effective December 31, 1993. This amount does
not include amounts which will be paid to Mr. Faxon in respect of 1993 to
compensate him for the increased income tax for which he was liable as a
result of his relocation to London in 1992, which amounts have not yet been
finally calculated.

(13) Mr. Faxon relocated to London at the Company's request. This amount
reflects reimbursement for losses associated with a sale, controlled by the
Company, of his U.S. residence ($455,898) and the related tax reimbursement
($204,824), moving expenses, a housing allowance and an annual company car
payment. This amount does not include amounts which will be paid to Mr.
Faxon in respect of 1992 to compensate him for the increased income tax for
which he was liable as a result of his relocation to London, which amounts
have not yet been finally calculated.

(14) Moving expense associated with Mr. Faxon's relocation from Los Angeles to
New York.

(15) The amounts disclosed in this column for 1993 include:

(a) Company contributions of the following amounts under the Retirement
Savings Plan: $11,792 on behalf of Mr. Ainslie, $11,792 on behalf of
Ms. Brooks, $11,467 on behalf of Mr. Faxon and $5,171 on behalf of Mr.
Bousquette;

(b) Company contributions of the following amounts under benefit
equalization agreements: $7,916 on behalf of Mr. Ainslie, $22,458 on
behalf of Ms. Brooks, $13,533 on behalf of Mr. Faxon and $2,329 on
behalf of Mr. Bousquette; and

Stock Option Plan

In 1987, the Company instituted the 1987 Stock Option Plan, including its
U.K. Sub-Plan (the "Stock Option Plan" or "Plan"), for employees of the Company.
The purposes of the Plan are to provide employees with added incentives to
continue in the employ of the Company, to encourage proprietary interest in the
Company through the acquisition of its stock and to attract new employees with
outstanding qualifications. Options may be granted under the Plan until July 27,
1997, and the Plan expires for all purposes on July 27, 2007. The Board of
Directors may suspend, discontinue, revise or amend the Plan at any time with
respect to shares not subject to options at the time of the amendment, except
that, without the approval of the Company's shareholders, no such revision or
amendment may increase the number of shares subject to the Plan, change the
eligibility requirements or remove the restrictions regarding amendment of the
Plan.

The Audit and Compensation Committee of the Company's Board of Directors
(the "Committee"), in its discretion (based on each employee's performance and
expected future contribution to the Company), selects the employees eligible to
participate in the Plan. Under the U.K. Sub-Plan, options may only be granted to
a director or employee of the Company, or any of its subsidiaries, who is a U.K.
resident, and only if the resident devotes not less than 25 hours per week, in
the case of a director, or 20 hours per week, in the case of an employee who is
not a director, to his or her duties, subject to certain other limitations.

The Committee, in its discretion, determines the number of options to be
granted to an employee. Under the U.K. Sub-Plan, a U.K. resident may not receive
options for shares under the U.K. Sub-Plan with aggregate exercise prices
(converted to their pound sterling equivalent at the date of grant) exceeding
the greater of B.P.100,000 or four times relevant compensation during the
current or preceding year.

Only options on shares of Class B Common Stock can be granted under the
Plan, although, under certain circumstances, optionees may receive shares of
Class A Common Stock upon exercise. In July 1988, Rule 19c-4 (the "Rule"), which
generally would require the New York Stock Exchange (the "NYSE") to disallow the
listing of any equity security of any issuer if the issuer takes any action that
9

would have the effect of disparately reducing the voting rights of the issuer's
registered common stock, was adopted under the Securities Exchange Act of 1934.
Although the Rule was vacated by a federal appellate court, the Rule has been
adopted by the NYSE as a NYSE rule. The NYSE's version of the Rule, as currently
interpreted and applied, prevents the continued listing of the Class A Common
Stock on the NYSE if the Company issues any additional shares of Class B Common
Stock other than in satisfaction of options granted under the Plan prior to the
Rule's effective date. The Company has received permission from the NYSE to
continue to grant options under the Plan subject to the condition that each
prospective optionee must agree that if the Company cannot issue shares of Class
B Common Stock to such optionee upon exercise and maintain the listing of the
Class A Common Stock on the NYSE, the optionee will receive shares of Class A
Common Stock instead of shares of Class B Common Stock. The NYSE has proposed a
change to its rules which would allow the Company to issue additional shares of
Class B Common Stock.

An optionee may exercise an option granted prior to October 1992 to the
extent of one-third of the number of shares subject to the option in each of the
fourth, fifth and sixth years of employment after the date of the grant of the
option on a cumulative basis, although the Committee has the discretion to
accelerate the exercise dates of options to a date, in the case of an option
granted under the U.K. Sub-Plan subsequent to July 3, 1991, not earlier than the
third anniversary of the date of grant and, in the case of any other option, not
earlier than six months and one day after the relevant date of grant.

Effective October 1992, the Committee approved a change in vesting for all
subsequent grants, such that an optionee, except those subject to the U.K.
Sub-Plan, may exercise an option to the extent of one-fifth of the number of
shares subject to the option in each of the second, third, fourth, fifth and
sixth years of employment after the date of the grant on a cumulative basis.
Under the U.K. Sub-Plan, optionees may exercise an option to the extent of
three-fifths of the number of shares subject to the option in the fourth year
and one-fifth in each of the fifth and sixth years of employment after the grant
date.

If an optionee terminates employment after the date of grant for reasons
other than death, disability, retirement or cause, the option may be exercised
to the extent it is vested and has not previously been exercised at the time of
termination of employment. If the termination is for cause, which is defined as
gross misconduct or unacceptable behavior as determined by the Committee, the
right to exercise the option is forfeited. If the termination of employment is
because of death, disability or retirement, the option may be exercised in full.
There are certain limitations on the timing of exercise of the option after
termination of employment. No option may be exercised after ten years from the
date of the initial grant.

Under the current provisions of the Internal Revenue Code of 1986, an
optionee who is a U.S. citizen or resident will not realize any income for
federal income tax purposes upon the grant of an option. The optionee will,
however, receive compensation income at the time of the exercise of the option
in the amount of the excess of the fair market value of the shares at the time
of exercise over the exercise price. In the United States, the Company will
receive a deduction at that time in the amount that the U.S. optionee includes
in income.

The aggregate number of shares of stock that may be issued upon exercise of
options is limited to 16,507,076 shares of authorized but unissued or reacquired
Class B Common Stock. As of December 31, 1993, options for 5,229,997 shares of
Class B Common Stock held by 410 employees of the Company were outstanding. Of
this total, options for 1,099,166 shares were held by executive officers of the
Company. At December 31, 1993, options for 4,809,433 shares of Class B Common
Stock were available for grant under the Plan.

The limitation on the number of shares, the number of shares covered by
each option and the exercise price for such shares will be adjusted
proportionately in the event of any increase or decrease in the number of issued
shares of Class A Common Stock or Class B Common Stock or both resulting from a
subdivision or consolidation of such shares, any payment of a stock dividend,
any reorganization,
10

consolidation, dissolution, liquidation, merger, exchange of shares,
recapitalization, stock split, reverse stock split or any other increase or
decrease, without consideration, in the number of issued shares of either Class
A Common Stock or Class B Common Stock.

Participants in the Plan receive an annual statement regarding their option
activity. This statement includes date of grant, number of options granted,
exercise price and vesting dates. Participants also receive all information sent
to shareholders generally, including annual and quarterly reports and proxy
statements.

The exercise price of an option is determined by the Committee at the date
of grant, and may not be less than the fair market value of the underlying
shares as of the date of grant.

Retirement Savings Plan

The Company has a Retirement Savings Plan (the "Retirement Savings Plan")
for employees of the Company and its subsidiaries in the United States.
Effective May 1, 1993, there was a change in the eligibility requirements for
participation, such that employees are eligible to participate in the Retirement
Savings Plan as of the first day of the month following completion of a 90-day
waiting period commencing on the date of employment. Prior to May 1, 1993,
employees who had completed 1,000 hours of service during the 12-month period
commencing on the date of employment or during any calendar year thereafter were
eligible to participate in the Retirement Savings Plan as of the first day of
the month following completion of the service requirement.

The Company contributes 2% of each participant's compensation to the
Retirement Savings Plan on behalf of the participant. In addition, participants
may elect to save between 2% and 12% of their compensation, up to the maximum
amount allowable under the Internal Revenue Code of 1986, as amended (the
"Code") and the regulations thereunder, on a pre-tax basis. Participants also
may elect to make after-tax contributions, subject to certain limits. Employee
pre-tax savings are matched by a Company contribution of up to an additional 3%
of the participant's compensation. The total amount of contributions for each
participant is subject to certain limitations under the Code, and the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

For the purpose of determining contributions, compensation is defined as
aggregate earnings, including basic compensation, commissions, overtime,
premiums, sickness (other than long-term disability) and vacation pay and cash
bonuses, but specifically excludes other incentive compensation, severance pay,
contributions to other welfare and pension plans (except other plans qualifying
under Section 401(k) of the Code) and reimbursement of expenses.

Employees may direct the apportionment of their account balances between
four funds: a fixed income fund, an equity fund, a balanced fund and, subject to
certain limitations, a Company stock fund. Income taxes on savings,
contributions (other than after-tax contributions) and investment earnings are
deferred until benefits are paid out to the employee upon retirement, death or
earlier termination of employment or withdrawal. The receipt of benefits
attributable to the Company's contributions (including the 2% Company
contribution and matching contributions) is subject to vesting and forfeiture
provisions of the plan; other amounts are fully vested at all times.

Participants may borrow from their Retirement Savings Plan accounts for any
purpose. The maximum amount which may be borrowed by any participant is the
lesser of $50,000 or one-half of the participant's vested account balance in the
plan.

Company contributions to the Retirement Savings Plan made on behalf of the
named executive officers have been included in the Summary Compensation Table.

Switzerland Plan

In accordance with the requirements of Swiss law, Sotheby's AG, the
Company's Swiss operating subsidiary, established in 1985 a fully insured
pension plan for its full-time employees whose salaries
11

exceed 22,560 Swiss francs ("SF"). There are two elements of the plan: a savings
element (the "Savings Plan") and a risk element (the "Risk Plan"). Employees are
eligible to join the Savings Plan as of the January 1 following attainment of
age 24 and the Risk Plan as of the January 1 following attainment of age 17.

Under the Savings Plan, an individual retirement account is established for
each participating employee. Each year, the account is credited with a
percentage of the employee's adjusted salary, which is the employee's annual
salary including bonuses and other allowances reduced by SF 22,560, with a
minimum adjusted salary of SF 2,820. Longer serving employees were made eligible
for additional Company contributions in respect of service with the Company
prior to 1985 and in respect of salary in excess of SF 112,800 for which no
contributions had been made prior to 1993. The percentage of adjusted salary
credited to the account ranges from 7% to 30%, depending on the employees' age,
sex and past service. The Company pays between 66% and 80% of this total
contribution, with the remainder paid by employees. The account is also credited
with interest at a rate fixed by the Federal Council.

At retirement age, which is age 65 for men and age 62 for women, the
employee's account is converted to a life annuity, with provisions for
contingent widow's pension of 60% of the retiree's benefit and immediate
pensions of 20% of the retiree's benefit for certain children of the retiree.
Participants may elect to receive their retirement benefits in a lump sum in
lieu of the annuity.

The Risk Plan provides disability and death benefits to employees, their
widows and certain of their children. Benefits are generally a percentage of the
amount credited to the employee's account, excluding interest. Benefits under
the Risk Plan are funded by insurance premiums, all of which are paid by the
Company.

Mr. de Pury is the only named executive officer who participates in the
plan. A total of SF 47,227 ($30,469) contributed in 1993 by the Company on
behalf of Mr. de Pury is included in the Summary Compensation Table.

Bonuses

The Company's officers are eligible to receive incentive bonuses. Bonuses
are recommended by management and approved by the Committee. Actual awards are a
function of the Company's after-tax worldwide profit and the individual's
performance.

In view of a 36-month salary freeze for senior officers of the Company,
supplemental compensation was approved in 1992 for selected officers as an
alternative to market-based salary adjustments. Once granted, these awards are
paid in four semiannual payments and are contingent upon continued employment.
Bonuses awarded to the named executives have been included in the Summary
Compensation Table.

Benefit Equalization Agreements

The total annual contributions to the Company's Retirement Savings Plan are
subject to certain limitations under the Code and ERISA for each participant.
Officers (generally senior vice presidents and above) of the Company and its
U.S. subsidiaries who are affected by such limitations may enter into agreements
pursuant to which their salaries will be reduced, and the Company will maintain
accounts on their behalf, in the amount of the difference between (i) the
aggregate amount of contributions that would have been made to the Retirement
Savings Plan in the absence of the limitations, and (ii) the aggregate amount of
contributions actually made to the plan. Amounts deferred in 1993 and subsequent
years will be credited with the same earnings yield credited to contributions
made to the fixed income fund maintained under the Retirement Savings Plan.
Benefits under these unfunded agreements will be paid at the same time and in
the same manner as benefits under the Company's Retirement Savings Plan. Amounts
deferred by named executives of the Company pursuant to benefit equalization
agreements in 1993 have been included in the Summary Compensation Table.

STOCK OPTIONS

The following table sets forth information regarding option grants to the
named executive officers in 1993:

OPTION GRANTS IN 1993

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(2)
----------------------------------------------------- --------------------------
NUMBER OF PERCENT OF
SHARES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION
NAME GRANTED(1) 1993 SHARE DATE 5% 10%
- - ----------------------------------- ----------- --------------- ----------- ---------- ------------ ------------

Michael L. Ainslie................. 75,000 3.19% $ 12.50 6/15/03 $ 589,589 $ 1,494,134
Kevin A. Bousquette................ 150,000 6.38% $ 12.50 6/15/03 $ 1,179,177 $ 2,988,267
Diana D. Brooks.................... 125,000 5.32% $ 13.38 1/26/03 $ 1,051,433 $ 2,664,538
Diana D. Brooks.................... 125,000 5.32% $ 12.50 6/15/03 $ 982,648 $ 2,490,223
Roger C. Faxon..................... 25,000 1.06% $ 13.38
Simon de Pury...................... 100,000 4.26% $ 13.38 1/26/03 $ 841,147 $ 2,131,631

- - ---------------
(1) Each named executive officer's options will vest and become exercisable to
the extent of one-fifth of the number of shares subject to the option on
each of the first, second, third, fourth and fifth anniversary of the date
of grant. The options granted to Mr. Faxon were unvested at the time of his
resignation from the Company effective December 31, 1993, and were therefore
forfeited as of such date.

(2) The actual value, if any, that may be realized by each individual will
depend on the closing price of the Class A Common Stock on the NYSE on the
day preceding the exercise date. The option term for these option grants is
ten years. The appreciation rates used in the table are provided to comply
with Item 402(c) of Regulation S-K and do not necessarily reflect the views
of management as to the potential realizable value of options.

The following table provides information on option exercises in 1993 by the
named executive officers and year-end option values for unexercised options held
by the named executive officers:

AGGREGATED OPTION EXERCISES IN 1993 AND YEAR-END OPTION VALUES

VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED OPTIONS AT YEAR-END YEAR-END
ON EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - --------------------------- ----------- ------------- ----------- -------------- ----------- --------------

Michael L. Ainslie......... 0 $ 0 0 75,000 $ 0 $ 215,625
Kevin A. Bousquette........ 0 $ 0 0 150,000 $ 0 $ 431,250
Diana D. Brooks............ 0 $ 0 42,000 286,000 $ 102,000 $ 660,375
Roger C. Faxon............. 0 $ 0 25,000 150,000 $ 0 $ 415,625
Simon de Pury.............. 0 $ 0 13,334 120,666 $ 42,502 $ 250,997

As of April 29, 1994, options in respect of 5,819,873 shares of Class B
Common Stock held by 438 employees of the Company and its subsidiaries were
outstanding.

REPORT OF THE COMPENSATION COMMITTEE

The Audit and Compensation Committee (the "Committee") is responsible to
the Board of Directors for overseeing and reviewing audit results, monitoring
the effectiveness of internal audit functions and advising the Board with
respect to compensation matters and employee benefit plans of the Company. The
Committee has authority to grant options under the Company's Stock Option Plan.
As of December 31, 1993, the Committee consisted of Max M. Fisher, Chairman,
Viscount Blakenham and Walter J.P. Curley, none of whom participates in any of
the plans administered by the Committee.

PHILOSOPHY

The Company has a long-standing philosophy of establishing compensation
levels that are designed to both attract and retain executives with outstanding
leadership ability and experience and be competitive in the market.

Compensation for executive officers is comprised of three major components:
salary, cash bonuses and stock option grants.

The Committee considers the following factors in determining an executive
officer's total compensation, including stock option grants: (i) Company
performance, (ii) individual performance and job responsibilities, (iii)
comparative analyses of compensation levels and option grant levels at companies
in various markets, (iv) historical compensation levels and stock option grants
at the Company and (v) recommendations of management. The comparative analysis
of compensation packages and the companies selected for comparison are provided
by professional compensation consultants approved by the Committee and retained
by the Company for this purpose. The executive compensation comparative analysis
includes companies from other comparable industries, because the Committee
believes that the Company's range of competitors for executive talent is broader
than the peer group that is appropriate for purposes of comparing shareholder
return in the Performance Comparison Graph on page 16.

ANNUAL COMPENSATION

Salary

The Committee sets base salaries for executives which both reflect the job
responsibilities of each individual and are consistent with base salaries paid
for competitive positions in the market.

Annual Cash Incentives

Each of the named executives, other than Mr. Ainslie, was awarded a
performance-based bonus for 1993 based on (i) the individual's performance,
evaluated with respect to performance targets and personal objectives set at the
beginning of the year; (ii) the Company's overall performance and the
performance of the Company unit in which the individual is employed; and (iii)
competitive practice.

Mr. Ainslie did not receive a bonus for 1993. This decision was based on
his recommendation, as CEO, as well as Mr. Ainslie's overall compensation
package, including long-term incentives.

LONG-TERM COMPENSATION

Stock Options

The purpose of the Company's Stock Option Plan is to provide employees with
long-term incentives that correspond directly with the interests of the
shareholders. In addition, the Plan's vesting schedules encourage key employees
to continue in the employ of the Company. The Company granted stock options to
approximately 25% of its employees in 1993.

The Committee determines the stock option grants to the named executives
based on each individual's current and expected future contribution to the
Company, as well as competitive market practice and related factors listed
above.

In 1993 Congress enacted Section 162(m) of the Internal Revenue Code
("Section 162(m)"), effective for taxable years beginning in 1994. Section
162(m) limits to $1 million per year the amount that may be deducted by the
Company for certain compensation paid to each of its Chief Executive Officer
(the "CEO") and the four highest paid named executives, other than the CEO,
whose compensation is reported in the Company's proxy statement, unless the
compensation qualifies as "performance-based compensation" under Section 162(m).
The Company believes that the Stock Option Plan currently satisfies the
requirements of Section 162(m) for performance-based compensation and that any
compensation realized by the CEO and the named executives upon exercise of an
option under the Stock Option Plan is exempt from such deduction limit.

The Committee intends to review the Company's executive compensation
arrangements in light of Section 162(m) and, where practical, to modify such
arrangements to assure that executive compensation meets the requirements for
deductibility under Section 162(m). However, the Committee considers it
important to retain flexibility to design compensation arrangements that address
a full range of performance criteria, even where compensation payable under such
programs may not be fully deductible. The Committee will re-examine its policy
with respect to Section 162(m) on an ongoing basis.

THE AUDIT AND COMPENSATION COMMITTEE
Max M. Fisher, Chairman
Viscount Blakenham
Walter J.P. Curley

PERFORMANCE GRAPH

The following graph compares the Company's cumulative total shareholder
return on its Class A Common Stock (for the period December 31, 1988 to December
31, 1993) with the cumulative return of the Standard & Poor's S&P 500 Stock
Index ("S&P 500") and Christie's International plc ("Christie's").

The Company and Christie's, a publicly held company in the United Kingdom,
are the two largest art auction houses in the world. The auction sales in 1993
of the next largest auction house totaled approximately 5% of the combined sales
of Sotheby's and Christie's in that year. Based on the unique nature of the
international art auction business and the large gap between the two largest
auction houses and the next competitor, a peer group of one, Christie's,
provides the most appropriate index.

The changes shown in the graph are based on the assumption that $100 had
been invested in Sotheby's stock, S&P 500 and Christie's stock on December 31,
1988 and that dividends were reinvested at the average of the closing stock
prices at the beginning and end of the quarter. Christie's stock trades on the
London Stock Exchange in pounds sterling; the sterling amounts at each date on
the graph were translated into U.S. dollars using the exchange rates prevailing
at the close of business on those dates.

Comparison of Cumulative Total Return
Among Sotheby's, Christie's and S&P 500

[Graph]

---------------------------------------------------------------
12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
---------------------------------------------------------------

SOTHEBY'S 100 245 120 146 156 203
CHRISTIE'S 100 173 117 106 88 133
S&P 500 100 132 128 166 179 197

CERTAIN TRANSACTIONS

Loan Programs

The Company has two loan programs that are available to certain U.S.
employees at the President's discretion. The first is a mortgage guarantee
program, whereby the employee borrows from a bank on a demand basis and pays an
annual interest rate equal to the prime rate. All of the repayment obligations
of the employee are guaranteed by the Company. Under the second program, the
Company lends money to certain employees to purchase a residence under term
notes bearing interest at an annual interest rate equal to the prime rate minus
1 - 2%. This program is available to employees at the Company's discretion. At
March 9, 1994, Mitchell Zuckerman, an executive officer, had borrowings
outstanding under the first program of $14,167 and borrowings outstanding under
the second program of $186,666. At March 9, 1994, William Ruprecht, another
executive officer, had borrowings outstanding under the first program of $68,333
and borrowings outstanding under the second program of $168,333.

Purchase of Assets

In October 1993, Sotheby's (U.K.), a subsidiary of the Company, entered
into an agreement with Henry Wyndham Fine Art Ltd. ("Fine Art"), an art dealing
business in which Henry Wyndham, who has since become Chairman of Sotheby's
(U.K.), has a substantial equity interest. Under the agreement, Sotheby's (U.K.)
agreed to purchase from Fine Art various paintings outright, as well as Fine
Art's interest in another painting. Under the terms of the agreement, Sotheby's
(U.K.) paid Fine Art B.P.218,000 ($327,654) for a group of paintings in December
1993 and B.P.150,000 ($225,450) for a portion of its interest in another
painting in February 1994. Fine Art has the right to sell its remaining interest
in such painting to Sotheby's (U.K.) in February 1995 for B.P.180,000
($270,540). The original cost to Fine Art of its interest in such painting was
approximately B.P.300,000 ($450,900). However, the fair market value of such
interest is deemed by the Company to be in excess of the purchase price. The
various purchase prices were determined by the Company with reference to recent
sale prices of comparable property.

Development Project

The Company currently leases the premises at 1334 York Avenue, New York,
New York (the "York Property") from an unaffiliated party under a 30-year lease
expiring in 2009, which contains an option to extend the term for an additional
30 years until July 31, 2039. The lease also grants the Company a right of first
refusal with respect to the sale of the York Property.

In addition, York Avenue Development, Inc. ("York"), a wholly-owned
subsidiary of Sotheby's, Inc., has the right to purchase the fee interest in the
York Property by exercising certain options available through January 31, 1999
and during the months of August 1999, August 2004 and July 2009.

Since 1983, management of the Company has evaluated various alternatives
for the realization of the value of the right to purchase the fee interest in
the York Property. Additionally, the Company has studied how best to satisfy its
demand for additional office and auction space.

Under an agreement with Taubman York Avenue Associates, Inc.
("Associates"), Associates will assist York in developing and financing a new,
mixed-use tower (the "New Tower") over the existing four-story building on the
York Property should a decision be made to proceed with such development.
Sotheby's, Inc. has structured the transaction to isolate the financial exposure
of the Company with respect to development of the New Tower in one subsidiary,
namely, York. A. Alfred Taubman, the Company's Chairman and largest shareholder,
is presently the sole shareholder of Associates. Further information regarding
the Company's agreement with Associates in connection with the New Tower is set
forth in Note I to the Consolidated Financial Statements in the Annual Report.

Sotheby's, Inc. also assigned to York its rights under a certain project
services agreement dated November 8, 1985 (the "Project Services Agreement"),
entered into between Sotheby's, Inc. and The Taubman Company ("TTC"), which is
an affiliate of A. Alfred Taubman. York assumed all obligations of Sotheby's,
Inc. under the Project Services Agreement. Under the Project Services Agreement,
TTC agreed to develop the New Tower on behalf of Sotheby's, Inc. and to provide
consultation and advice to Sotheby's, Inc. in connection with the development of
the New Tower, should a decision be made to proceed with the development.

COMPENSATION OF DIRECTORS

Each director of the Company who is not an executive officer of the Company
receives an annual fee of $15,000, plus a fee of $1,000 for each Board meeting
attended by such director, and a fee of $500 ($1,000 for the chairman of the
committee) for each committee meeting attended by such director, in addition to
reimbursement of expenses.

INDEPENDENT AUDITORS

Deloitte & Touche, or its predecessor, Deloitte, Haskins & Sells, have been
the independent auditors for the Company since 1983. The Board of Directors has
selected Deloitte & Touche as the independent auditors for 1994, subject to
shareholder ratification. The affirmative vote of a majority of the votes cast
at the Meeting will be necessary to approve the resolution.

The Company expects that representatives of Deloitte & Touche will be
present at the Meeting and will be afforded an opportunity to make a statement
if they desire to do so. The Company also expects such representatives of
Deloitte & Touche to be available at that time to respond to appropriate
questions addressed to the officer presiding at the Meeting.

PROPOSALS OF SECURITY HOLDERS

Any shareholder proposal intended to be presented for consideration at the
annual meeting to be held in 1994 must be received by the Company at 500 N.
Woodward Avenue, Suite 100, Bloomfield Hills, Michigan 48304 by the close of
business on January 13, 1995. If the date of such meeting is changed by more
than 30 days from the date such meeting is scheduled to be held, the proposal
must be received by the Company at a reasonable time before the solicitation of
proxies for such meeting is made. Proposals should be sent to the attention of
the Secretary. A person may submit only one proposal for inclusion in the proxy
materials, and under certain circumstances enumerated in the Securities and
Exchange Commission's rules relating to the solicitation of proxies, the Company
may be entitled to omit the proposal and any statement in support thereof (which
in the aggregate may not exceed 500 words in length) from its proxy statement
and form of proxy.

COSTS OF PROXY SOLICITATION

The cost of preparing, assembling and mailing the proxy material will be
borne by the Company. The Company will also request persons, firms and
corporations holding shares in their names or in the names of their nominees,
which shares are beneficially owned by others, to send the proxy material to,
and to obtain Proxies from, such beneficial owners and will reimburse such
holders for their reasonable expenses in doing so.

SOTHEBY'S HOLDINGS, INC.
CLASS A LIMITED VOTING COMMON STOCK

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS - JUNE 22, 1994

The undersigned hereby appoints each of A. ALFRED TAUBMAN
and DIANA D. BROOKS, with full power of substitution, to
represent the undersigned at the annual meeting of shareholders
of Sotheby's Holdings, Inc., on Wednesday, June 22, 1994, and at
any adjournment thereof, and to vote at such meeting the shares
of Class A Limited Voting Common Stock that the undersigned would
be entitled to vote if personally present in accordance with the
following instructions and to vote in their judgment upon all
other matters which may properly come before the meeting and any
adjournment thereof.

If more than one of the above named Proxies shall be present
in person or by substitution at such meeting or at any
adjournment thereof, the majority of said Proxies so present and
voting, either in person or by substitution, shall exercise all
of the powers hereby given. The undersigned hereby revokes any
proxy heretofore given to vote at such meeting.

(Continued and to be SIGNED and dated on the reverse side.)

^ FOLD AND DETACH HERE ^

The Board of Directors recommends a vote FOR Proposals 1 and 2. If no
direction is given, the shares will be voted for Proposals 1 and 2. Such
shares will be voted in the proxies' discretion upon such other business as
may properly come before the meeting.

ELECTION OF DIRECTORS

Election by holders of Class A
FOR all Nominees WITHHOLD Limited Voting Common Stock of A.
listed (except as AUTHORITY to vote Alfred Taubman, Max M. Fisher and
marked to the for all Nominees Walter J. P. Curley as directors.
contrary to the
right) To withhold authority to vote for
any individual nominee, write
that nominee's name on the space
provided below.

_________________________________

The ratification of the appointment of Deloitte
& Touche as independent auditors for 1994.

FOR AGAINST ABSTAIN

Please sign exactly as name appears
below. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

_____________________________________
Signature

_____________________________________
Signature if held jointly

Dated:_______________________, 1994

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

^ FOLD AND DETACH HERE ^

SOTHEBY'S
FOUNDED 1744

Dear Stockholder(s) of Sotheby's Holdings, Inc.:

Enclosed you will find material regarding the Company's 1994
Annual Meeting of Stockholders. The notice of the Annual Meeting
and proxy statement describe the formal business to be transacted
at the meeting, as summarized on the attached proxy card.

Whether or not you expect to attend the Annual Meeting, please
complete and return promptly the attached proxy card in the
accompanying envelope, which requires no postage if mailed in the
United States. As a shareholder, please remember that your vote
is important to us. We look forward to hearing from you.

SOTHEBY'S HOLDINGS, INC.
CLASS B COMMON STOCK

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS - JUNE 22, 1994

The undersigned hereby appoints each of A. ALFRED TAUBMAN
and DIANA D. BROOKS, with full power of substitution, to
represent the undersigned at the annual meeting of shareholders
of Sotheby's Holdings, Inc., on Wednesday, June 22, 1994, and at
any adjournment thereof, and to vote at such meeting the shares
of Class B Common Stock that the undersigned would be entitled to
vote if personally present in accordance with the following
instructions and to vote in their judgment upon all other matters
which may properly come before the meeting and any adjournment
thereof.

(Continued and to be SIGNED and dated on the reverse side.)

^ FOLD AND DETACH HERE ^

ELECTION OF DIRECTORS

Election by holders of Class B
FOR all Nominees WITHHOLD Common Stock of Lord Camoys,
listed (except as AUTHORITY to vote Diana D. Brooks,, Viscount
marked to the for all Nominees Blakenham, The Rt. Hon. The Earl
contrary to the of Gowrie, Leslie H. Wexner,
right) Michael L. Ainslie and R. Julian
de la M. Thompson as directors.

To withhold authority to vote for
any individual nominee, write
that nominee's name on the space
provided below.

_________________________________

The ratification of the appointment of Deloitte
& Touche as independent auditors for 1994.

FOR AGAINST ABSTAIN

Please sign exactly as name appears
below. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign full
corporate name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.

_____________________________________
Signature

_____________________________________
Signature if held jointly

Dated:_______________________,1994

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

^ FOLD AND DETACH HERE ^

SOTHEBY'S
FOUNDED 1744

Dear Stockholder(s) of Sotheby's Holdings, Inc.:

SOTHEBY'S HOLDINGS, INC.
CLASS A LIMITED VOTING COMMON STOCK

PROXY

Proxy Solicited by the Board of Directors for Annual Meeting
of Shareholders -- 22 June 1994

The undersigned hereby appoints each of A. ALFRED TAUBMAN
and DIANA D. BROOKS, with full power of substitution, to
represent the undersigned at the annual meeting of shareholders
of Sotheby's Holdings, Inc., on Wednesday, 22 June 1994, and at
any adjournment thereof, and to vote at such meeting the shares
of Class A Limited Voting Common Stock that the undersigned would
be entitled to vote if personally present in accordance with the
following instructions and to vote in their judgment upon all
other matters that may properly come before the meeting and any
adjournment thereof.

PROPOSALS /FOR/ /AGAINST/ /ABSTAIN/
1 The election of A. Alfred Taubman as
as a Director of the Company / / / / / /

2 The election of Max M. Fisher
as a Director of the Company / / / / / /

3 The election of Walter J. P. Curley
as a Director of the Company / / / / / /

4 The ratification of the appointment
of Deloitte & Touche as the
independent auditors for 1994 / / / / / /

Please indicate with an X in the space provided how you wish your
vote to be cast. If no direction is given, such shares will be
voted for the proposals. Such shares will be voted in the
proxies' discretion upon such other business as may properly come
before the meeting.

______________________________
Name(s) Please sign and date below.
When shares are held by joint
______________________________ tenants, both should sign. When
Address signing as attorney, executor,
______________________________ administrator, trustee, or
guardian, please give in full
______________________________ title as such. If a
corporation, please sign in full
corporate name by President or
other authorized officer. If
a partnership, please sign in
partnership name by authorized
person.
______________________________
Signature
______________________________
Signature if held jointly

Dated:__________________, 1994

PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-
PAID ENVELOPE SO AS TO BE
RECEIVED NO LATER THAN THE
TIME FIXED FOR THE MEETING.