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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(MARK ONE)

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994.

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 1-9750.

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 NO.)

500 NORTH WOODWARD AVENUE, SUITE 100
BLOOMFIELD HILLS, MICHIGAN 48304
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (810) 646-2400
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
---------------------------------------- -------------------------------------
Class A Limited Voting Common Stock, New York Stock Exchange
$0.10 Par Value London Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIODS THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES ....X.... NO ........

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. / /

As of March 9, 1995, the aggregate market value of the 36,773,641 shares of
Class A Limited Voting Common Stock held by non-affiliates of the registrant was
$386,123,231, based upon the closing price ($10 1/2) on the New York Stock
Exchange composite tape on such date. (For this computation, the registrant has
excluded the market value of all shares of its Class A Limited Voting Common
Stock reported as beneficially owned by executive officers and directors of the
registrant; such exclusion shall not be deemed to constitute an admission that
any such person is an "affiliate" of the registrant.) As of March 9, 1995, there
were outstanding 37,031,988 shares of Class A Limited Voting Common Stock and
18,804,017 shares of Class B Common Stock, freely convertible into 18,804,017
shares of Class A Limited Voting Common Stock. There is no public market for the
registrant's Class B Common Stock, which is held by affiliates and
non-affiliates of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholders report for the year ended December 31,
1994 are incorporated by reference into Parts I and II.

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PART I

ITEM 1. BUSINESS

GENERAL

Sotheby's Holdings, Inc. (together with its subsidiaries, unless the context
otherwise requires, the "Company") is the world's preeminent auctioneer of art,
antiques and collectibles, offering property in over 70 collecting categories,
among them paintings, jewelry, decorative arts and books. The worldwide auction
business is conducted through a division known as "Sotheby's" and consists of
three principal operating units: Sotheby's North and South America ("Sotheby's,
Inc."), Sotheby's Europe and Sotheby's Asia. In addition to auctioneering, the
Company is engaged in two other lines of business: art-related financing and the
marketing and brokering of luxury real estate.

The Company believes it is one of the world's leaders in art-related
financing. The Company lends money secured by consigned art to clients in order
to facilitate their bringing property to auction. In addition, a portion of the
Company's loan portfolio consists of loans to collectors, dealers and museums
secured by collections not presently intended for sale.

The Company, through its subsidiary, Sotheby's International Realty, Inc.,
is engaged in the marketing and brokering of luxury residential real estate.

The Company was incorporated in Michigan in August 1983. In October 1983,
the Company purchased Sotheby Parke Bernet Group Limited, which was then a
publicly held company listed on the International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited (the "London Stock Exchange") and
which, through its predecessors, had been engaged in the auction business since
1744. In 1988, the Company sold shares of Class A Limited Voting Common Stock to
the public. The Class A Limited Voting Common Stock is listed on the New York
Stock Exchange and the London Stock Exchange.

Additional information relating to the Company's business segments and the
geographic areas in which the Company operates appears in Note C to the
Company's Consolidated Financial Statements in the Annual Shareholders Report
for the year ended December 31, 1994 (the "Annual Report"), which is
incorporated herein by reference.

THE AUCTION BUSINESS

Transactions in the world art market are effected through numerous dealers,
the two major auction houses and smaller auction houses and also directly
between collectors. Although dealers and smaller auction firms do not report
sales, the Company believes that dealers account for the majority of the volume
of transactions in the world art market.

The Company and Christie's International Plc, a publicly held company in the
United Kingdom ("Christie's"), are the two largest art auction houses in the
world. The Company conducted aggregate auction sales in 1994 of $1.33 billion
(approximately B.P.868 million). Christie's aggregate auction sales in 1994 were
approximately $1.26 billion (B.P.820 million reported). The auction sales of the
next largest art auction house, Phillips Son & Neale, were approximately $140
million (B.P.91 million reported) for the year ended December 31, 1994.

The Company auctions a wide variety of property, including fine art,
jewelry, decorative art and rare books. In an approximate breakdown of 1994
auction sales by type of property, fine art accounted for approximately $613
million, or 46%, of auction sales; decorative art accounted for approximately
$450 million, or 34%, of auction sales; and jewelry, rare books and other
property accounted for approximately $267 million, or 20%, of auction sales.

Most of the objects auctioned by the Company are unique items, and their
value, therefore, can only be estimated prior to sale. The Company's principal
role as an auctioneer is to identify, evaluate, appraise and authenticate works
of art through its international staff of experts, to stimulate purchaser
interest through professional marketing techniques and to match sellers and
buyers through the auction process.

In its role as auctioneer, the Company normally functions as an agent
accepting property on consignment from its selling clients. The Company conducts
its auctions as agent of the consignor, billing the buyer for property
purchased, receiving payment from the buyer and remitting to the consignor the
consignor's portion of the buyer's payments. The Company frequently releases
property sold at auction to buyers, primarily dealers, before the Company
receives payment. In such event, if the purchased property is not within
Sotheby's control at the time payment is to be made to the seller, the Company
will pay the seller for the net sale proceeds for that property, even if the
Company has not received payment from the buyer.

In addition, on certain occasions, the Company will assure the consignor a
minimum price in connection with the sale of property. The Company must perform
under its assurances only in the event that (a) the property fails to sell at
auction and (b) the consignor prefers to be paid the minimum price rather than
retain ownership of the unsold property. In such event, the Company purchases
the property at the minimum price.

Occasionally, the Company acts as a principal in connection with the sale of
property. For example, the Company acts as a principal through its participation
in Acquavella Modern Art (the "Partnership" or "AMA"), a partnership consisting
of a wholly-owned subsidiary of the Company and Acquavella Contemporary Art,
Inc. ("ACA"). The total net assets of the Partnership consist principally of
inventory. The Company reflects its 50% interest in the net assets of the
Partnership as investment in partnership, which totalled $44.3 million and $45.7
million at December 31, 1994 and 1993, respectively. According to the terms of
the Partnership agreement, each partner has a 50% interest in the earnings of
the Partnership and all cash available for distribution was initially
distributed to the Company until the Company received $270.3 million, together
with a return equal to the prime rate (as defined). Cash distributions now are
being made on a 50-50 basis per the terms of the partnership agreement. To the
extent that the Partnership requires working capital, the Company has agreed to
lend the same to the Partnership. Any amounts loaned to the Partnership by the
Company would bear interest, compounded monthly, at the prime rate, plus 1%. As
of December 31, 1994, no amounts had been loaned to the Partnership. See Note F
to the Consolidated Financial Statements in the Annual Report.

All buyers pay a premium (known as the buyer's premium) to the Company on
auction purchases. The buyer's premium in North America is 15% of the hammer
price on all items sold for $50,000 or less, and 15% of the first $50,000 for
items sold for a price in excess of that amount and 10% on the remainder of the
purchase price. Generally, similar structures apply throughout most of the
remainder of Sotheby's auction operations. Beginning in 1995, as changes in the
Value Added Tax (VAT) are implemented throughout Europe, the Company's
commissions may be adjusted to reflect such changes. A selling commission, which
can vary depending on the sale location, type of seller (for example, dealers)
and the selling price of the property, is charged to the seller. In situations
involving major individual works of art, collections or collectors, the selling
commission tends to be negotiated to a level below that which otherwise would
apply. Christie's recently announced a change in the seller's commission to "a
non-negotiable sliding scale of charges" to clients, depending on the annual
consignment amount. The Company is studyng the implications of these changes.

The Company's operating revenues are significantly influenced by a number of
factors not within the Company's control, including: the overall strength of the
international economy, in particular, the economies of the United States, the
United Kingdom, the major countries of continental Europe and Asia, principally
Japan and Hong Kong; political conditions in various nations; the presence of
export

and exchange controls; taxation of sales and donation of auctioned property;
competition; and the amount of property being consigned to art auction houses.

The Company's business is seasonal, with peak revenues and operating income
generally occurring in the second and fourth quarters of each year as a result
of the traditional spring and fall art auction seasons. See "Management's
Discussion and Analysis of Results of Operations and Financial
Condition--Seasonality" in the Annual Report.

THE AUCTION MARKET

Competition in the world art market is intense. A fundamental challenge
facing any auctioneer or dealer is to obtain high quality and valuable property
for sale. The Company's primary auction competitor is Christie's.

The owner of a work of art wishing to sell it has three options: sale or
consignment to, or private brokerage by, an art dealer; consignment to, or
private sale by, an auction house; or private sale to a collector or museum
without use of an intermediary. The more valuable the property, the more likely
it is that the owner will consider more than one option and will solicit
proposals from more than one potential purchaser or agent, particularly if the
seller is a fiduciary representing an estate or trust.

A complex array of factors influence the seller's decision. These factors
include: the level of expertise of the dealer or auction house with respect to
the property; a prior relationship between the seller and the firm; the
reputation and historic level of achievement by a firm in attaining high sale
prices in the property's specialized category; the amount of cash offered by a
dealer or other purchaser to purchase the property outright compared with the
estimates given by auction houses; the time that will elapse before the seller
will receive sale proceeds; the desirability of a public auction in order to
achieve the maximum possible price (a particular concern for fiduciary sellers);
the amount of commission proposed by dealers or auction houses to sell a work on
consignment; the cost, style and extent of presale marketing and promotion to be
undertaken by a firm; recommendations by third parties consulted by the seller;
personal interaction between the seller and the firm's staff; and the
availability and extent of related services, such as a tax or insurance
appraisal and short-term financing. The Company's ability to obtain high quality
and valuable property for sale depends, in part, on the relationships that
certain employees of the Company, particularly its senior art experts, or
management have established with potential sellers.

It is not possible to measure the entire world art market or to reach any
conclusions regarding overall competition because dealers and smaller auction
firms do not report sales. Based on the reported sales of the Company and
Christie's during each of the last 10 years, the Company has been and remains
the world leader in auction sales of art and related objects.

Regulation

Regulation of the auction business varies from jurisdiction to jurisdiction.
Such regulations do not impose a material impediment to the worldwide business
of the Company.

In February 1990, certain members of the Assembly of the State of New York,
the jurisdiction where the Company's principal U.S. auctions are held, initiated
an inquiry with respect to the business practices of auction houses, museums and
art dealers, including the Company. Each year since 1990, the Assemblymen have
reintroduced proposed legislation which, if enacted, would substantially alter
the manner in which the Company's auction business in New York is conducted. To
date, no legislation has been enacted by the State of New York.

THE FINANCE BUSINESS

The Company arranges financing secured by works of art and other personal
property owned by its customers. The Company's finance operations are conducted
through its wholly-owned subsidiary, Sotheby's Financial Services, Inc.

The Company generally makes two types of art-related loans: (1) advances to
consignors who are contractually committed, in the near term, to sell property
at auction; and (2) term loans to collectors, museums or dealers secured by
property not intended for sale. The loans are generally made with full recourse
to the borrower. In certain instances, consignor advances are made with recourse
limited to the works of art consigned for sale and pledged as security for the
loan, or with recourse limited to the consigned works and to other works of art
owned by the consignor, but not pledged as security. The consignor advance
allows a consignor to receive funds shortly after consignment for an auction
that will occur several weeks or months in the future, while preserving for the
benefit of the consignor the potential of the auction process. The term loan
allows the Company to establish or enhance a mutually beneficial relationship
with major dealers and collectors. Term loans generally have a maturity of one
year. The Company's loans generally are variable interest rate loans.

The Company reviews its loan portfolio on a quarterly basis. Each loan is
categorized based on the current estimated realizable value of collateral
securing the loan. When management believes that the estimated realizable
collateral value has fallen below the principal amount of a loan or when the
borrower is in default, the loan becomes subject to more frequent monitoring.
For financial statement purposes, the Company establishes reserves for certain
loans that the Company believes are under-collateralized and with respect to
which the shortfall may not be collectible from the borrower. With respect to
any such loan, the amount of the applicable reserve is adjusted quarterly to
reflect the portion of the loan that the Company believes may become
uncollectible. See Note D to the Consolidated Financial Statements in the Annual
Report.

The Company funds its finance operations through internally generated funds,
through the issuance of U.S. commercial paper and through its bank credit lines.
See "Management's Discussion and Analysis of Results of Operations and Financial
Condition--Liquidity and Capital Resources" and Note H to the Consolidated
Financial Statements in the Annual Report.

Competition

A considerable number of conventional lending sources offer loans at a lower
cost to borrowers than those offered by the Company. However, the Company
believes that, with the exception of Christie's, few other lenders are as
willing to accept works of art as sole collateral. The Company believes that its
financing alternatives are attractive to clients who wish to obtain liquidity
from their art assets for various reasons, despite the comparatively higher
interest rates charged by the Company.

THE LUXURY REAL ESTATE BUSINESS

Sotheby's International Realty, Inc. ("SIR") was founded in 1976 as an
outgrowth of Sotheby's auction activities and in response to the requests of
major clients to market estates and other real property that required exposure
beyond a local market. SIR responds to the needs of its clients by (a) acting as
an exclusive marketing agent providing services to licensed real estate
brokerage offices and (b) operating its own real estate brokerage offices in
certain locations.

Competition

SIR's primary competitors are small, local real estate brokerage firms that
deal exclusively with luxury real estate and the "distinctive property"
divisions of large regional and national real estate firms. Competition in the
luxury real estate business takes many forms, including competition in price,
marketing expertise and the provision of personalized service to sellers and
buyers.

Regulation

The real estate brokerage business is subject to regulation in most
jurisdictions in which SIR operates. Typically, individual real estate brokers
and brokerage firms are subject to licensing requirements. SIR is registered to
conduct business in 31 states and maintains real estate brokerage licenses in 12
states. In other jurisdictions, SIR acts as an exclusive marketing agent
providing services to licensed real estate brokers.

PERSONNEL

At December 31, 1994, the Company had 1,558 employees: 646 located in North
America; 661 in the United Kingdom and 251 in the rest of the world. The
following table provides a breakdown of employees by operational areas as of
December 31, 1994:

OPERATIONAL AREA NUMBER OF EMPLOYEES
-------------------------------------------------------- -------------------
Auction................................................. 1,406
Realty.................................................. 54
Other (Corporate, Financial Services, Education,
Restoration)............................................ 98
-----
Total............................................. 1,558
-----
-----

The Company regards its relations with its employees as good.

ITEM 2. PROPERTIES
U.S. PROPERTIES

Sotheby's, Inc. and Sotheby's Financial Services, Inc. are headquartered at
1334 York Avenue, New York, New York (the "York Property"). The Company also
leases office and warehouse space in four other locations in the New York City
area, and leases office and exhibition space in several other major cities
throughout the United States, including Los Angeles, San Francisco, Chicago and
Palm Beach.

The Company currently leases the York Property, comprising approximately
160,500 square feet, 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.

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.

The Company considers various alternatives for the realization of the value
of the right to purchase the fee interest in the York Property. Additionally,
the Company is studying how best to satisfy its demand for additional office and
auction space.

Under an agreement with Taubman York Avenue Associates, Inc. ("Associates"),
Associates has agreed that it 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. See Note J to the Consolidated
Financial Statements in the Annual Report.

Sotheby's, Inc. also assigned to York its rights and obligations under a
project services agreement dated November 8, 1985 (the "Project Services
Agreement") between Sotheby's, Inc. and The

Taubman Company ("TTC"), which is an affiliate of A. Alfred Taubman. 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.

In connection with the development of the York Property, York has incurred
certain pre-development costs which have been financed in part by a demand note
payable to Associates. See Note H to the Consolidated Financial Statements in
the Annual Report.

SIR leases approximately 10,900 square feet of office space at 980 Madison
Avenue, New York, New York, from unaffiliated parties under leases expiring in
2001. SIR also leases satellite office space at a number of locations, totalling
another 11,200 square feet.

OVERSEAS PROPERTIES

The Company's U.K. operations are centered at New Bond Street, London, where
the main salesrooms and administrative offices of Sotheby's (U.K.) are located.
Additional salesrooms are located in proximity to New Bond Street. The total net
usable floor area amounts to approximately 124,000 square feet. The Company owns
or holds long-term leasehold interests in approximately 75% of these properties
by area, the balance being held on leases with remaining terms of less than 20
years. In addition, 50,000 square feet of warehouse space is leased at King's
House in West London. The Company also owns a salesroom in Sussex where it
conducts satellite auctions.

The Company also leases office space in various locations throughout
continental Europe, including Amsterdam, Frankfurt, Geneva, Madrid, Milan,
Munich, Paris and Zurich; in Asia, including Hong Kong, Seoul, Singapore and
Tokyo; and in South America.

In management's opinion, the Company's worldwide premises are generally
adequate for the current conduct of its business. However, the Company
evaluates, on an ongoing basis, the adequacy of its premises for the
requirements of the present and future conduct of its business, with particular
focus on its major auction locations. The Company has explored different options
for new auction facilities in New York City, including the Alexander's building
in mid-town Manhattan, but there is no assurance that a change will be made. If
there is a change, the Company would use capital resources; and the Company
believes that it has adequate capital resources available from operations,
commercial paper and existing credit facilities.

ITEM 3. LEGAL PROCEEDINGS

The Company becomes involved from time to time in various claims and
lawsuits incidental to the ordinary course of its business. The Company does not
believe that the outcome of any such pending claims or proceedings will have a
material effect upon its business or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's shareholders during the
fourth quarter of 1994.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED SHAREHOLDER MATTERS

Market Information

The principal U.S. market for the Company's Class A Limited Voting Common
Stock, par value $0.10 per share (the "Class A Common Stock"), is the New York
Stock Exchange (symbol: BID). The Class A Common Stock is also traded on the
London Stock Exchange.

The Company also has a Class B Common Stock, par value $0.10 per share,
convertible on a share for share basis into Class A Common Stock. There is no
public market for the Class B Common Stock. Per share cash dividends are equal
for the Class A and Class B Common Stock.

The quarterly price ranges on the New York Stock Exchange of the Class A
Common Stock and dividends per share for 1994 and 1993 are shown in the
following schedules:

1994]
---------------- CASH DIVIDEND
QUARTER ENDED HIGH LOW DECLARED
---------------------------------------------- ------------- ------------- -------------

March 31...................................... $ 19 1/2 $ 15 3/8 $ .06
June 30....................................... 18 3/8 11 7/8 .06
September 30.................................. 13 1/4 12 .06
December 31................................... 13 10 3/4 .06

1993
---------------- CASH DIVIDEND
QUARTER ENDED HIGH LOW DECLARED
---------------------------------------------- ------------- ------------- -------------

March 31...................................... $ 14 1/4 $ 12 1/4 $ .15
June 30....................................... 14 7/8 11 3/8 .15
September 30.................................. 13 1/8 10 3/4 .06
December 31................................... 17 1/4 11 3/4 .06

The number of holders of record of the Class A Common Stock as of March 9,
1995 was 1,418. The number of holders of record of the Class B Common Stock as
of March 9, 1995 was 40.

ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data on page 19 of the Annual Report are incorporated
herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

Management's Discussion and Analysis of Results of Operations and Financial
Condition on pages 20 through 24 of the Annual Report is incorporated herein by
reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements on pages 25 through 38 of the Annual
Report are incorporated herein by reference.

The Independent Auditors' Report on page 39 of the Annual Report is
incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

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. As of March 24, 1995, 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......................... 70 Chairman and Director
Max M. Fisher............................. 86 Vice Chairman and Director
Lord Camoys............................... 54 Deputy Chairman and Director
Viscount Blakenham........................ 57 Director
Walter J. P. Curley....................... 72 Director
The Rt. Hon. The Earl of Gowrie........... 55 Director
The Marquess of Hartington................ 50 Director
Leslie H. Wexner.......................... 57 Director
Michael L. Ainslie........................ 51 Director; Chairman, Sotheby's
International Realty
George Bailey............................. 41 Managing Director, Sotheby's Europe
Kevin A. Bousquette....................... 37 Senior Vice President and Chief Financial
Officer
Diana D. Brooks........................... 44 Director; President and Chief Executive
Officer
Simon de Pury............................. 43 Chairman, Sotheby's Europe
William F. Ruprecht....................... 39 Managing Director, Sotheby's North and
South America
R. Julian de la M. Thompson............... 53 Director; Chairman, Sotheby's Asia
Henry Wyndham............................. 41 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. Mr. Taubman is also Chairman of the Board of Woodward & Lothrop
Holdings, Inc. and a director of Woodward & Lothrop Incorporated, a department
store company, both of which filed for bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code in January 1994. Mr. Taubman is also a director of Live
Entertainment of Canada, Inc.

Mr. Fisher is a private investor and has been Vice Chairman of the Company
since 1986 and a director of the Company since 1983. Mr. Fisher is a director of
Comerica Bank.

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. Lord Camoys is a
director of 3i Group plc, an investment group, and Perpetual Group plc and is
Deputy Chairman of National Provident Institution.

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. Lord Blakenham 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 has been a director of the Company since 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, 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, Chairman of the
French American Foundation and President of the Curley Land Company, a family
real estate company.

Lord Gowrie has been a director of the Company since 1985 and served as
chairman of Sotheby's Europe from 1992 through 1993. From 1988 through 1991,
Lord Gowrie served as chairman of Sotheby's (U.K.), which then encompassed the
United Kingdom, Europe, Asia and Australia. Lord Gowrie was appointed chairman
of the Arts Council, effective April 1994 and also serves as a director of the
Ladbroke Group PLC, an entertainment and leisure company.

The Marquess of Hartington became a director of the Company in September
1994. He serves as a director of a number of private companies, including the
management of Chatsworth and estates in Derbyshire, Yorkshire and Sussex. Since
1989, he has been Senior Steward(Chairman) of the Jockey Club. In June 1993, he
was appointed Chairman of the British Horseracing Board.

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. Ainslie is the Chairman of Sotheby's International Realty and has been a
director of the Company since 1984. He served as the President and Chief
Executive Officer of the Company from 1984 to April, 1994.

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 of
the Company 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.

Ms. Brooks was appointed President and Chief Executive Officer of the
Company in April 1994. From March 1993 until April 1994, Ms. Brooks served as
President and Chief Executive Officer of Sotheby's, the Company's worldwide
auction business. She has been Chief Executive Officer of Sotheby's, Inc. since
1990 and President of Sotheby's, Inc., responsible for North and South American
operations, since 1987. Ms. Brooks joined the Company in 1980 and has been a
director since 1992.

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. Mr. de Pury joined the Company in 1975. From 1975-1979
he performed several functions within the Company, among them opening the Geneva
office. Mr. de Pury rejoined 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. From 1992 to February 1995 Mr. Ruprecht served
as Director of Marketing for the Company worldwide and also oversaw a number of
expert departments. 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 Chairman of
Sotheby's Asia since 1992. 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 a 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. Mr. Zuckerman joined the Company in 1979.

Based on the Company's review of the filings made by the Company's directors
and executive officers under Section 16 of the Securities and Exchange Act of
1934, all transactions in and beneficial ownership of the Company's equity
securities were reported in a timely manner, except that Michael Ainslie, Diana
Brooks, Simon de Pury, and Julian Thompson were approximately two weeks late in
making their respective Form 5 filings.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth all compensation paid to the Chief Executive
Officer and each of the four most highly compensated executive officers of the
Company during 1994 for each of the last three years.

SUMMARY COMPENSATION TABLE

LONG-TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION COMPENSATION(15)
----------------------------------------- ------------ ------------
SHARES
UNDERLYING
NAME AND PRINCIPAL OTHER ANNUAL OPTIONS
POSITION YEAR SALARY BONUS(6) COMPENSATION (#)
--------------------------- ---- -------- -------- ------------ ------------

Diana D. Brooks............ 1994 $500,000 $276,000(7) $ 7,200(12) 250,000 35,150
President and Chief 1993 400,000 233,000(7) 8,640(12) 250,000 34,250
Executive Officer 1992 280,000 255,000(7) 23,000
Michael L. Ainslie(1)...... 1994 $430,000 $ 0 $ 4,200(12) 23,292
Director and Chairman 1993 430,000 0 16,800(12) 75,000 19,708
Sotheby's International 1992 430,000 101,000 224,325(13) 26,500
Realty
Kevin A. Bousquette(2)..... 1994 $330,000 $104,000 $ 6,000(12) 20,450
Senior Vice President and 1993 239,808 70,000 150,000 7,500
Chief Financial Officer
Simon de Pury(3)........... 1994 $322,142 $160,000(8) $ 10,597(12) 66,000 47,480
Chairman, Sotheby's Europe 1993 243,180 190,000(8) 100,000 30,469
1992 230,106 80,000 14,000 34,515
William F. Ruprecht(4)..... 1994 $225,000 $157,500(9) $ 0 25,500 17,656
Managing Director, 1993 200,000 165,000(9) 0 100,000 17,455
Sotheby's North and South 1992 142,000 112,500(9) 0 12,000 11,925
America
Henry Wyndham(5)........... 1994 $183,960 $137,390(10) $ 46,400(14) 75,000 4,404
Chairman, 1993 150,000(11) 0
Sotheby's (U.K.)

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

(1) Mr. Ainslie resigned as President and Chief Executive Officer of the
Company effective April 1, 1994 and as an employee, effective December 31,
1994.

(2) Mr. Bousquette joined the Company in April 1993.

(3) 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.

(4) Mr. Ruprecht was appointed Executive Vice President and Managing Director
of Sotheby's North and South America in February 1994.

(Footnotes continued on following page)

(Footnotes continued from preceding page)
(5) Mr. Wyndham joined the Company as Chairman, Sotheby's (U.K.), effective
January 1994.

(6) 1994 bonus amounts include cash paid in 1995 in respect of 1994
performance.

(7) The 1994 bonus amount includes a payment of $30,000, representing the
balance of a special bonus awarded to senior officers to reflect the fact
that salaries had been frozen since January 1990 and a deferred bonus of
$46,000 paid for services rendered in connection with the acquisition of
Matisse and the management of AMA. The 1993 bonus amount includes a payment
of $60,000 representing part of such special bonus and 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 includes a payment
of $30,000 representing part of the special bonus and also includes a
deferred bonus of $75,000 paid in connection with the acquisition of
Matisse and the management of AMA.

(8) The 1994 bonus amount includes a payment of $60,000, representing the
balance of a special bonus awarded to senior officers to reflect the fact
that salaries had been frozen since January 1990. The 1993 bonus amount
also includes a payment of $60,000, representing part of such special bonus
awarded.

(9) The 1994 bonus amount includes a payment of $37,500, representing the
balance of a special bonus awarded to senior officers to reflect the fact
that salaries had been frozen since January 1990. The 1993 bonus amount
also includes a payment of $75,000, representing part of such special bonus
awarded. The 1992 bonus amount includes a payment of $37,500, representing
part of the special bonus.

(10) The 1994 bonus amount includes a supplemental payment of $45,990 to be paid
each of the first three years of Mr. Wyndham's employment, in accordance
with the terms of his employment agreement.

(11) The 1993 bonus amount is a one-time signing bonus per Mr. Wyndham's
employment agreement.

(12) Car allowance.

(13) Includes car allowance 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).

(14) Housing allowance.

(15) The amounts disclosed in this column for 1994 include:

(a) Company contributions of the following amounts under the Retirement
Savings Plan: $7,500 on behalf of Ms. Brooks, $8,958 on behalf of Mr.
Ainslie, $5,850 on behalf of Mr. Bousquette and $6,481 on behalf of Mr.
Ruprecht.

(b) Company contributions of the following amounts under benefit
equalization agreements: $27,650 on behalf of Ms. Brooks, $14,333 on
behalf of Mr. Ainslie, $14,600 on behalf of Mr. Bousquette and $11,175
on behalf of Mr. Ruprecht.

(d) a Company contribution under the UK pension plan of $4,404 on behalf of
Mr. Wyndham.

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 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 at least 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. 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. Only options on shares of
Class B Common Stock can be granted under the Plan and Class B Common Stock can
be fully converted into shares of Class A 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.

The following table sets forth information regarding option grants to the
named executive officers in 1994:

OPTION GRANTS IN 1994

POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM(3)
--------------------------------------------------- -----------------------
NUMBER OF PERCENT OF
SHARES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION
NAME GRANTED 1994 SHARE DATE 5% 10%
------------------------------ ---------- ------------- --------- ---------- ---------- ----------

Diana D. Brooks............... 250,000(1) 27.09% $ 16.50 1/23/04 $2,594,190 $6,574,188

Simon de Pury................. 66,000(1) 7.15% $ 16.50 1/23/04 $ 684,866 $1,735,586

William F. Ruprecht........... 8,000(1) 0.87% $ 16.50 1/23/04 $ 83,014 $ 210,374

Henry Wyndham................. 75,000(2) 8.13% $ 16.50 1/23/04 $ 778,257 $1,972,256

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

(1) These 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.

(2) These options will vest and become exercisable to the extent of three-fifths
of the number of shares subject to the option on the fourth anniversary of
the date of grant and to the extent of an additional one-fifth of the number
of the shares subject to the option on each of the fourth and fifth
anniversaries of the date of grant.

(3) 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

(Footnotes continued on following page)

(Footnotes continued from preceding page)
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 1994 by the
named executive officers and year-end option values for unexercised options held
by the named executive officers:

AGGREGATED OPTION EXERCISES IN 1994 AND YEAR-END OPTION VALUES

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

Michael L. Ainslie............... 0 $0 15,000 0 $ 0 $ 0
Kevin A. Bousquette.............. 0 $0 30,000 120,000 $ 0 $ 0
Diana D. Brooks.................. 0 $0 118,000 460,000 $ 0 $ 0
Simon de Pury.................... 0 $0 40,000 160,000 $ 0 $ 0
William F. Ruprecht.............. 0 $0 44,000 50,000 $17,500 $26,250
Henry Wyndham.................... 0 $0 0 75,000 $ 0 $ 0

See Note K to the Consolidated Financial Statements in the Annual Report for
additional information about the Plan.

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.
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.

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").

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

U.K. Pension Plan

Sotheby's (U.K.) maintains a funded defined benefit pension plan for its
employees who are U.K. residents.

PENSION TABLE

YEARS OF SERVICE
REMUNERATION --------------------------------------------------
(B.P.) 15 20 25 30 35
------------ ------ ------ ------ ------ ------

40,000 10,000 13,333 16,667 20,000 23,333
60,000 15,000 20,000 25,000 30,000 35,000
80,000 19,200 25,600 32,000 38,400 44,800

Henry Wyndham is the only named executive officer who participates in the
plan and has one credited year of service with the Company.

Pension benefits under the plan for employees contributing 4% of salary are
1/60th of the employee's final pensionable salary for every year of service up
to a maximum of 40 years. For participants contributing 2% of salary, the
benefits accrue at half of the rate indicated above. Benefits are paid monthly
commencing at retirement, which is at age 60, although the Company may elect to
continue employment of the individual after that date, and if the Company
agrees, the employee may elect to make further contributions until the age of
65. The compensation covered by the plan is the employee's pensionable earnings
(subject to the limitation described below), which includes "Salary", but
excludes "Bonus" and "Other Annual Compensation" disclosed in the Summary
Compensation Table.

The plan also provides for a death benefit in the amount of four times the
employee's base salary at the time of death plus the refund of the employee's
contributions to the plan and provides for a pension to be paid to the
employee's spouse of 33 1/3%, or proportionately less if the employee has
elected to contribute at the reduced rate, of the employee's base salary at the
date of death.

The above table sets forth the estimated annual benefits (in pounds
sterling) payable upon retirement under the plan assuming the employee
contributes at 4% of base salary. Current Inland Revenue regulations limit the
pensionable salary with respect to which pension benefits may be based to a
maximum of B.P.76,800.

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 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 65,000 ($47,480) contributed in 1994 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
beginning in 1990, supplemental compensation was approved in 1992 for selected
officers as an alternative to market-based salary adjustments. Once granted,
these awards were paid in four semiannual payments, with each payment contingent
upon the employee's continued employment. The final payment was made in February
1994. Bonuses awarded to the named executives have been included in the Summary
Compensation Table.

Effective January 1, 1995, the Company has adopted a new bonus program, for
certain employees, based upon the achievement of both Company and individual
objectives. Positions within the Company have been separated into salary grades,
with bonus opportunities (expressed as a percentage of salary) gradually
increased through the grades. Within each grade there is a range from a
"minimum" to a "maximum" bonus target. The bonus amount will be subject to the
overall approval of the Compensation Committee with respect to all participants,
and to specific approval with regard to senior management. Targets will be set
each year by senior management between the "minimum" and "maximum" (100%).
Targets and bonus opportunities will be communicated to employees at the
beginning of each year.

As in the past, every supervisor will conduct an employee review. However,
as part of the review, the supervisor and the employee will determine future
objectives against which the employee's performance will be measured.
Seventy-five percent (75%) of an employee's target will be based upon individual
and departmental performance; the other 25% will be based on the worldwide
corporate performance. If all objectives are met, the employee will receive 100%
of the bonus target amount. If performance exceeds all goals, up to 125% of the
target can be paid. In addition, the program allows the Committee the discretion
to address exceptional performance and unusual circumstances.

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 are 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 are paid to a participant one year following the participant's
termination of employment with the Company, unless the participant elects to
defer receipt of payment. Amounts deferred by the named executives of the
Company pursuant to benefit equalization agreements in 1994 have been included
in the Summary Compensation Table.

COMPENSATION OF DIRECTORS

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

CERTAIN EMPLOYMENT ARRANGEMENTS

In October 1993, the Company entered into an agreement with Henry Wyndham
regarding his employment as Chairman of Sotheby's (U.K.), which began on
February 1, 1994. At that time, Mr. Wyndham received a bonus of B.P.100,000. Mr.
Wyndham's annual salary will be up to B.P.130,000 for the first three years, and
thereafter not less than B.P.130,000. In addition, for each of the first three
years, Mr. Wyndham will receive a non-pensionable salary supplement of
B.P.30,000 per year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 9, 1995
regarding the beneficial ownership of the Company's Class A and Class B Common
Stock 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) 26.3% 13,199,516(2) 70.2%
200 E. Long Lake Road
Bloomfield Hills, MI 48304
Max M. Fisher........................ 2,566,545(3) 6.5% 2,509,545(4) 13.6%
2700 Fisher Building
Detroit, MI 48202
Lord Camoys.......................... 3,500 *
c/o Sotheby's
34-35 New Bond Street
London W1 2AA England
Diana D. Brooks...................... 303,000(5) * 303,000(6) 1.6%
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
Michael L. Ainslie................... 715,200(7) 1.9% 715,000(8) 3.8%
The Seagrams Building
Granite Capital
18th Floor
375 Park Avenue
New York, NY 10152
Viscount Blakenham................... 0 * 0 *
Pearson P.L.C.
Millbank Tower, Millbank
London SW1P 4QZ
Kevin A. Bousquette.................. 39,000(9) * 30,000(10) *
c/o Sotheby's, Inc.
1334 York Avenue
New York, NY 10021
Ambassador Walter J.P. Curley........ 0 * 0 *
885 Third Avenue
Suite 3160
New York, NY 10022

The Rt. Hon.
The Earl of Gowrie................... 28,000(11) * 28,000(12) *
c/o Sotheby's
34-35 New Bond Street
London W1 2AA England
The Marquess of Hartington........... 0 * 0 *
Beamsley Hall
Bolton Abbey, Skipton
North Yorkshire, BD23 6HD
Simon de Pury........................ 92,867(13) * 77,867(14) *
c/o Sotheby's
13 Quai du Mont Blanc
CH-1201 Geneva, Switz
William Ruprecht..................... 49,600(15) * 49,600(16) *
c/o Sotheby's, Inc.
1334 York Avenue
New York, NY 10021
R. Julian de la M. Thompson.......... 99,500(17) * 99,500(18) *
c/o Sotheby's
34-35 New Bond Street
London W1 2AA England
Leslie H. Wexner..................... 540,216(19) 1.5% 393,316 2.1%
The Limited Inc.
P.O. Box 16000
Columbus, OH 43216
Henry Wyndham........................ 0 * 0 *
c/o Sotheby's
34-35 New Bond St.
London, W1 2AA England
Fidelity Management & Research Co.... 4,700,900 12.7%
82 Devonshire Street
Boston, MA 02109
GeoCapital Corporation............... 2,625,225(20) 7.1%
767 Fifth Avenue
New York, NY 10153
State of Wisconsin Investment 3,521,700 9.5%
Board................................
P.O. Box 7842
Madison, WI 53707
Directors and Executive Officers..... 17,091,798(21) 31.7% 16,833,451(21) 89.5%(21)
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 9,730,886 shares of Class B Common Stock owned by Mr.
Taubman and 3,468,630 shares of Class B Common Stock owned by Taubman
Investment Limited Partnership, as to which Mr. Taubman has sole voting and
dispositive control. This figure excludes 792,830

(Footnotes continued on following page)

(Footnotes continued from preceding page)
shares owned by Judith Taubman, his wife. Mr. Taubman disclaims beneficial
ownership of all shares of Class B Common Stock owned by Judith Taubman.
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.

(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 also includes 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) 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
203,000 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.

(6) Ms. Brooks owns 100,000 shares of Class B Common Stock. This figure also
includes 203,000 shares of Class B Common Stock that Ms. Brooks has the
right to acquire by exercising options.

(7) 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 shares of Class B Common Stock and converting those shares.

(8) 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.

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

(10) This figure includes 30,000 shares of Class B Common Stock that Mr.
Bousquette has the right to acquire by exercising options.

(11) This figure represents 28,000 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.

(12) This figure represents 28,000 shares of Class B Common Stock that Lord
Gowrie has the right to acquire by exercising options.

(13) Mr. de Pury owns 15,000 shares of Class A Common Stock. This figure also
includes 77,867 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.

(14) This figure represents 77,867 shares of Class B Common Stock that Mr. de
Pury has the right to acquire by exercising options.

(15) This figure represents 49,600 shares of Class A Common Stock Mr. Ruprecht
has the right to acquire by exercising options for shares of Class B Common
Stock and converting those shares.

(Footnotes continued on following page)

(Footnotes continued from preceding page)
(16) This figure includes 49,600 shares of Class B Common Stock that Mr.
Ruprecht has the right to acquire by exercising options.

(17) Mr. Thompson owns 75,000 shares of Class B Common Stock. 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 also
includes 24,500 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.

(18) This figure includes 24,500 shares of Class B Common Stock that Mr.
Thompson has the right to acquire by exercising options.

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

(20) This figure includes shares held in third parties' accounts over which
GeoCapital Corporation has investment discretion.

(21) See above notes.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED 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 loan 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 to
2%. This program is available to employees at the Company's discretion. Both
programs are terminable if an employee leaves the Company. At March 9, 1995,
Mitchell Zuckerman, an executive officer, had borrowings outstanding guaranteed
under the first program of $14,167 and borrowings outstanding under the second
program of $179,999. At March 9, 1995, William Ruprecht, another executive
officer, had borrowings outstanding under the second program of $833,472. In
addition, in the United Kingdom, the Company has guaranteed a portion of a
mortgage loan to Henry Wyndham, an executive officer. The amount of the
Company's guarantee is $250,400.

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 partial interest in another painting. Under the terms of the agreement,
Sotheby's (U.K.) paid Fine Art B.P.150,000($225,450) as an advance for a portion
of its interest in such painting in February 1994. Beginning on February 1,
1995, and until such time when Fine Art exercises its right to sell its
remaining interest in such painting to Sotheby's (U.K.) for
B.P.180,000($281,170), the advance bears interest. The original cost to Fine Art
of its ownership-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.

In addition to the above-described transactions, the Company has entered
into agreements with its largest shareholder and certain of his affiliates
regarding the proposed development of the York Property. See "Properties" and
Notes H and J to the Consolidated Financial Statements in the Annual Report. See
also Notes D and N for additional related party disclosures.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K.

(a) (1) and (2)--The response to this portion of Item 14 is submitted as a
separate section of this report.

(3) Listing of Exhibits--The information required by this item is
included in the response to Item 14(c).

(b) Reports on Form 8-K filed in the fourth quarter of 1994--None

(d) Financial Statement Schedules--The response to this portion of Item 14
is submitted as a separate section of this report.

ANNUAL REPORT ON FORM 10-K
ITEM 14(A) (1) AND (2) AND (D)
YEAR ENDED DECEMBER 31, 1994
SOTHEBY'S HOLDINGS, INC.
BLOOMFIELD HILLS, MICHIGAN

FORM 10-K--ITEM 14(A) (1) AND (2)
SOTHEBY'S HOLDINGS, INC., AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements of Sotheby's Holdings, Inc. and
subsidiaries, included in the annual report of the registrant to its
shareholders for the year ended December 31, 1994, are incorporated by reference
in Item 8:

Consolidated Balance Sheets--December 31, 1994 and 1993

Consolidated Statements of Income--Years ended December 31, 1994, 1993 and 1992

Consolidated Statement of Changes in Shareholders' Equity--Years ended December
31, 1994, 1993 and 1992

Consolidated Statements of Cash Flows--Years ended December 31, 1994, 1993 and
1992

Notes to Consolidated Financial Statements--December 31, 1994

The following consolidated financial statement schedules of Sotheby's Holdings,
Inc. and subsidiaries and the Independent Auditors' Report are included in Item
14(d):

Independent Auditors' Report on Financial Statement Schedule

Schedule II--Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are not applicable, and therefore have been omitted.

INDEPENDENT AUDITORS' REPORT

Shareholders and Board of Directors
SOTHEBY'S HOLDINGS, INC.:

We have audited the consolidated financial statements of Sotheby's Holdings,
Inc. and subsidiaries as of December 31, 1994 and 1993, and for each of the
three years in the period ended December 31, 1994 and have issued our report
thereon dated February 28, 1995; such consolidated financial statements and
report are included in your 1994 Annual Report to Shareholders and are
incorporated herein by reference. Our audits also included the consolidated
financial statement schedule of Sotheby's Holdings, Inc. and subsidiaries,
listed in Item 14. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

DELOITTE & TOUCHE LLP
New York, New York
February 28, 1995

SCHEDULE II

SOTHEBY'S HOLDINGS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
--------------------------------------------------- ---------- ---------- ---------- --------
ADDITIONS BALANCE
BALANCE AT CHARGED TO AT END
BEGINNING COST AND OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
--------------------------------------------------- ---------- ---------- ---------- --------
(THOUSANDS OF DOLLARS)

Valuation reserve deducted in the balance sheet
from the asset to which it applies:
Accounts and notes receivable:
1994 Allowance for doubtful accounts........... $ 10,596 $4,196 $ 4,627 $10,165
---------- ---------- ---------- --------
---------- ---------- ---------- --------
1993 Allowance for doubtful accounts........... $ 12,930 $5,499 $ 7,833 $10,596
---------- ---------- ---------- --------
---------- ---------- ---------- --------
1992 Allowance for doubtful accounts........... $ 13,498 $3,836 $ 4,404 $12,930
---------- ---------- ---------- --------
---------- ---------- ---------- --------
Inventory:
1994 Realizable value allowance................ $ 14,334 $1,921 $ 1,260 $14,995
---------- ---------- ---------- --------
---------- ---------- ---------- --------
1993 Realizable value allowance................ $ 18,637 $4,055 $ 8,358 $14,334
---------- ---------- ---------- --------
---------- ---------- ---------- --------
1992 Realizable value allowance................ $ 26,982 $2,311 $ 10,656 $18,637
---------- ---------- ---------- --------
---------- ---------- ---------- --------

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

SOTHEBY'S HOLDINGS, INC.
BY: /S/ DIANA D. BROOKS
--------------------------------
DIANA D. BROOKS
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
------------------------------------------- ------------------------------ ----------------

Chairman of the Board
* and Director March 28, 1995
----------------------------------------
A. ALFRED TAUBMAN

* Vice Chairman and Director March 28, 1995
----------------------------------------
MAX M. FISHER

* Deputy Chairman and Director March 28, 1995
----------------------------------------
LORD CAMOYS

President, Chief Executive
/s/DIANA D. BROOKS Officer and Director March 28, 1995
----------------------------------------
DIANA D. BROOKS

Senior Vice President and
/s/KEVIN A. BOUSQUETTE Chief Financial Officer March 28, 1995
----------------------------------------
KEVIN A. BOUSQUETTE

* Director March 28, 1995
----------------------------------------
MICHAEL L. AINSLIE

* Director March 28, 1995
----------------------------------------
VISCOUNT BLAKENHAM

* Director March 28, 1995
----------------------------------------
WALTER J.P. CURLEY

* Director March 28, 1995
----------------------------------------
THE RT. HON. THE EARL OF GOWRIE

* Director March 28, 1995
----------------------------------------
THE MARQUESS OF HARTINGTON

* Director March 28, 1995
----------------------------------------
R. JULIAN DE LA M. THOMPSON

* Director March 28, 1995
----------------------------------------
LESLIE H. WEXNER

Vice President, Controller and
/s/ THOMAS F. GANNALO Chief Accounting Officer March 28, 1995
----------------------------------------
THOMAS F. GANNALO

*By: /s/ KEVIN A. BOUSQUETTE March 28, 1995
----------------------------------------
KEVIN A. BOUSQUETTE
AS ATTORNEY-IN-FACT

EXHIBIT 14(C) EXHIBITS

EXHIBIT PAGE
NUMBER DESCRIPTION NO.
------ ------------------------------------------------------------------------------ ----

3(a) --Amended and Restated Articles of Incorporation of Sotheby's Holdings, Inc.,
as amended, incorporated herein by reference to Exhibit 4(b) to Registration
Statement No. 33-26008.
3(b) --Restated By-Laws of Sotheby's Holdings, Inc., as amended, incorporated
herein by reference to Exhibit 3(b) to the Company's Annual Report on Form
10-K for the year ended December 31, 1988 (the "1988 Form 10-K").
4 --See Exhibits 3(a) and 3(b).
10(a) --Issuing and Paying Agency Agreement, dated February 15, 1989, between
Sotheby's Inc. and the Chase Manhattan Bank, N.A. relating to the issuance
of short-term notes ("U.S. Notes") in the U.S. Commercial Paper market,
incorporated herein by reference to Exhibit 10(g) to the 1988 Form 10-K.
10(b) --U.S. Commercial Paper Dealer Agreement, dated February 15, 1989, between
Sotheby's, Inc. and Chase Securities, Inc. relating to the issuance of the
U.S. Notes, incorporated herein by reference to Exhibit 10(h) to the 1988
Form 10-K.
10(c) --U.S. Commercial Paper Dealer Agreement, dated February 15, 1989, between
Sotheby's, Inc. and Merrill Lynch Money Markets, Inc. relating to the
issuance of the U.S. Notes, incorporated herein by reference to the Exhibit
10(i) of the 1988 Form 10-K.
10(d) --Lease, dated as of July 25, 1979, among The Benenson Capital Company,
Lawrence A. Benenson, Raymond E. Benenson (collectively, "Benenson") to
Sotheby Parke Bernet Inc., and amendments thereto, all relating to 1334 York
Avenue, New York, New York (the "York Avenue Property"), incorporated herein
by reference to Exhibit 10(g) to Registration Statement No. 33-17667.
10(e) --Option Agreement with Form of Exchange Agreement, dated July 25, 1979, among
Benenson and 089 Nosidam Corp. (as nominee of Sotheby Parke Bernet Inc.)
assignments thereof and amendments thereto, all relating to the York Avenue
Property, incorporated herein by reference to Exhibit 10(h) to Registration
Statement No. 33-17667.
10(f) --Exchange Agreement, dated October 27, 1986, among Benenson and York Avenue
Development, Inc., and Letter, dated October 27, 1986, from Benenson to
Sotheby's, Inc. and York Avenue Development, Inc., concerning zoning matters
and security relating to the York Avenue Property, incorporated herein by
reference to Exhibit 10(i) to Registration Statement No. 33-17667.
10(g) --Guarantee, made November 6, 1986, by A. Alfred Taubman in favor of Benenson
relating to the York Avenue Property (the "Taubman Guarantee"), incorporated
herein by reference to Exhibit 10(j) to Registration Statement No. 33-17667.
10(h) --Letter from Sotheby's, Inc. and York Avenue Development, Inc., dated October
27, 1986, agreeing to indemnify A. Alfred Taubman from all liabilities,
damages, losses and judgments arising under the Taubman Guarantee,
incorporated herein by reference to Exhibit 10(k) to Registration Statement
No. 33-17667.
10(i) --Project Services Agreement (the "Project Agreement"), dated November 8,
1985, between Sotheby's, Inc. and The Taubman Company, Inc. relating to the
proposed development of the York Avenue Property, incorporated herein by
reference to Exhibit 10(1) to Registration Statement No. 33-17667.
10(j) --Financing and Guaranty Agreement (with exhibits), dated as of October 1,
1987, among Sotheby's Inc., York Avenue Development, Inc., and Taubman York
Avenue Associates, Inc., relating to the proposed development of the York
Avenue Property, incorporated herein by reference to Exhibit 10(m) to
Registration Statement No. 33-17667.
10(k) --Memorandum of Option Agreement, dated January 31, 1981, among Benenson and
089 Nosidam Corp., relating to the York Avenue Property, incorporated herein
by reference to Exhibit 10(hh) to Registration Statement No. 33-17667.

EXHIBIT PAGE
NUMBER DESCRIPTION NO.
------ ------------------------------------------------------------------------------ ----

10(l) --Letter Agreement, dated October 27, 1986, among Benenson and York Avenue
Development, Inc. relating to the York Avenue Property, incorporated herein
by reference to Exhibit 10(ii) to Registration Statement No. 33-17667.
10(m) --Assignment, Assumption Agreement and Release, dated as of October 1, 1987,
among Sotheby's Inc., York Avenue Development, Inc. and the Taubman Company,
Inc. relating to the assignment of the Project Agreement, incorporated
herein by reference to Exhibit 10(jj) to Registration Statement No.
33-17667.
10(n)* --Sotheby's Inc. 1988 Benefit Equalization Plan, incorporated herein by
reference to Exhibit 10(t) to Registration Statement No. 33-17667.
10(o)* --Sotheby's Holdings, Inc. 1987 Stock Option Plan as amended and restated
effective June 1, 1994.
10(p) --Agreement of Partnership of Acquavella Modern Art, dated May 29, 1990,
between Sotheby's Nevada, Inc. and Acquavella Contemporary Art, Inc.,
incorporated herein by reference to Exhibit 10(b) to the Form 8-K.
10(q) --Amendment, dated as of April 19, 1991, between The Benenson Capital Company,
Lawrence A. Benenson and Raymond E. Benenson and York Avenue Development,
Inc. to Amendment to Option Agreement and to Related Agreements,
incorporated herein by reference to Exhibit 10(kk) to the 1991 Form 10K.
10(r) --Restated Mortgage Note, dated November 5, 1991, from Mitchell Zuckerman and
Joanne Zuckerman in favor of Sotheby's, Inc., incorporated herein by
reference to Exhibit 10(ll) to the 1991 Form 10K.
10(s) --Adjustable Rate Note, dated May 24, 1994, from Sotheby's Inc. to William
Ruprecht and Elizabeth Ruprecht.
10(t) --Credit Agreement dated as of August 3, 1994, among Sotheby's Holdings, Inc.,
Sotheby's Inc., Oatshare Limited, Sotheby's, and Chemical Bank, incorporated
herein by reference to Exhibit 4 to the Second Quarter Form 10-Q for 1994.
10(u)* --Letter Agreement, dated October 25, 1993, between Sotheby's (U.K.) and Henry
Wyndham setting forth certain terms and agreements of his employment.
10(v)* --Letter Agreement, dated October 13, 1993, between Sotheby's (U.K.) and Henry
Wyndham Fine Art Ltd., an art dealing business, setting forth certain terms
and agreements of the purchase of inventory.
10(w) --Guarantee Agreement, dated June 2, 1994, from Sotheby's Holdings, Inc. to
Henry Wyndham.
13 --Annual Report to Shareholders for the year ended December 31, 1994
21 --Subsidiaries of the Registrant
23 --Consent of Deloitte & Touche
24 --Powers of Attorney
27 --Financial Data Schedule

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

* A compensatory agreement or plan required to be filed pursuant to Item 14(c)
of Form 10-K.