As filed with the Securities and Exchange Commission on May 2, 1995

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

SOTHEBY'S HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

SOTHEBY'S HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
Class A and Class B Common Stock
- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:
Class A shares outstanding 37,039,174 Class B shares outstanding 18,804,017
- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)

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

(4) Proposed maximum aggregate value of transaction:

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

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

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

- --------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.

SOTHEBY'S HOLDINGS, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD JUNE 15, 1995

To the Shareholders of
SOTHEBY'S HOLDINGS, INC.

The Annual Meeting of Shareholders of SOTHEBY'S HOLDINGS, INC. (the
"Company") will be held on Thursday, June 15, 1995, 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 LLP as the Company's
independent auditors for the year ending December 31, 1995; 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 28, 1995 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 9, 1995

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 48303
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 1995

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 Thursday, June 15,
1995, 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 9, 1995.

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 year ended December 31, 1994,
including financial statements audited by Deloitte & Touche LLP, independent
auditors, and their report thereon dated February 28, 1995, is being mailed with
this Proxy Statement to each of the Company's shareholders of record at the
close of business on April 28, 1995. IN ADDITION, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994, 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 28, 1995 are entitled to vote at the Meeting. On that date,
there were outstanding and entitled to vote 37,039,174 shares of Class A Common
Stock, entitled to one vote per share, and 18,804,017 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 LLP 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. Accordingly, shares voted to
abstain with respect to a matter may affect the determination of whether such a
matter is approved.

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, with the exception of Mr. de Pury, 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
The Marquess of Hartington................................ 1994
Simon de Pury............................................. 1995
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 28, 1995 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) 13.3%
2700 Fisher Building
Detroit, MI 48202
Lord Camoys.............................. 3,500 *
Diana D. Brooks.......................... 328,000(5) * 328,000(6) 1.7%
Michael L. Ainslie....................... 700,200(7) 1.9% 700,000(8) 3.7%
Viscount Blakenham....................... 0 * 0 *
Kevin A. Bousquette...................... 69,000(9) * 60,000(10) *
Ambassador Walter J.P. Curley............ 0 * 0 *
The Earl of Gowrie....................... 28,000(11) * 28,000(12) *
The Marquess of Hartington............... 0 * 0 *
Simon de Pury............................ 92,867(13) * 77,867(14) *
William Ruprecht......................... 49,600(15) * 49,600(16) *
R. Julian de la M. Thompson.............. 99,500(17) * 99,500(18) *
Leslie H. Wexner......................... 540,216(19) 1.4% 393,316 2.1%
Henry Wyndham............................ 0 * 0 *
Fidelity Management & Research Co........ 4,700,900 12.7%
82 Devonshire Street
Boston, MA 02109
GeoCapital Corporation................... 2,603,125(20) 7.0%
767 Fifth Avenue
New York, NY 10153
State of Wisconsin Investment Board...... 3,521,700 9.5%
P.O. Box 7842
Madison, WI 53707
Directors and Executive Officers as a
Group.................................. 17,761,922(21) 32.6% 17,506,075(21) 93.1%(21)

(Footnotes on following page)

(Footnotes for preceding page)
- ------------

* 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 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 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
228,000 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 228,000 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.

(8) Mr. Ainslie owns 700,000 shares of Class B Common Stock.

(9) Mr. Bousquette owns 9,000 shares of Class A Common Stock. This figure
also includes 60,000 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 represents 60,000 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.

(Footnotes on following page)

(Footnotes for preceding page)
(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 that Mr.
Ruprecht has the right to acquire by exercising options for shares of Class B
Common Stock and converting those shares.

(16) This figure represents 49,600 shares of Class B Common Stock that Mr.
Ruprecht has the right to acquire by exercising options.

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

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................. 70 Chairman and Director
Max M. Fisher..................... 86 Vice Chairman and Director
Lord Camoys....................... 55 Deputy Chairman and Director
Diana D. Brooks................... 44 Director; President and Chief Executive
Officer
Viscount Blakenham................ 57 Director
Walter J. P. Curley............... 72 Director
The Rt. Hon. The Earl of Gowrie... 55 Director
The Marquess of Hartington........ 51 Director
Simon de Pury..................... 43 Nominee for Director; Chairman, Sotheby's
Europe
R. Julian de la M. Thompson....... 53 Director; Chairman, Sotheby's Asia
George Bailey..................... 41 Managing Director, Sotheby's Europe
Kevin A. Bousquette............... 37 Senior Vice President and Chief Financial
Officer
William F. Ruprecht............... 39 Managing Director, Sotheby's North and
South America
Henry Wyndham..................... 41 Chairman, Sotheby's (U.K.)
Mitchell Zuckerman................ 49 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., a department store company, 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. 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 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. Lord Camoys is a
director of 3i Group plc, an investment group, and Perpetual Group plc and is
Deputy Chairman of National Provident Institution.

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.

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. 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. 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. 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.

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. Wyndham became Chairman of Sotheby's (U.K.) in February 1994. Prior to
joining Sotheby's, 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.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors of the Company met six times during 1994. The Board
of Directors has an Audit and Compensation Committee (the "Committee"), which
met six times during 1994. As of December 31, 1994, the Committee consisted of
Mr. Fisher, Viscount Blakenham, Mr. Curley and The Marquess of Hartington. 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

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

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) 75,000 23,292
Director and Chairman 1993 430,000 0 16,800(12) 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) 150,000 20,450
Senior Vice President 1993 239,808 70,000 7,500
and Chief Financial
Officer
Simon de Pury(3) 1994 $322,142 $160,000(8) $ 10,597(12) 66,000 47,480
Chairman, Sotheby's 1993 243,180 190,000(8) 100,000 30,469
Europe 1992 230,106 80,000 14,000 34,515
William F. Ruprecht(4) 1994 $225,000 $157,500(9) $ 0 8,000 17,656
Managing Director, 1993 200,000 165,000(9) 0 62,000 17,455
Sotheby's North and 1992 142,000 112,500(9) 0 11,925
South America
Henry Wyndham(5) 1994 $183,960 $137,390(10) $ 46,400(14) 75,000 4,404
Chairman, Sotheby's 1993 150,000(11) 0
(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.

(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
The Pierre Matisse Gallery Corporation ("Matisse"), in 1990, and the
management of Acquavella Modern Art, ("AMA"), a partnership consisting of a
wholly-owned subsidiary of the Company and Acquavella Contemporary Art,
Inc. 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.

(Footnotes continued on following page)

(Footnotes continued from preceding page)
(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
award.

(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
award. 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.

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

UK 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 a
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.

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.

STOCK OPTIONS

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

OPTION GRANTS IN 1994

POTENTIAL REALIZABLE
VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL RATES
------------------------------------------------------ OF
NUMBER OF PERCENT OF STOCK PRICE APPRECIATION
SHARES TOTAL OPTIONS FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(3)
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) Potential realizable value is calculated based on an assumption that the
fair market value of each share appreciates at the annual rates shown (5%
and 10%), compounded annually, from the date of the option grant until the
end of the option term (10 years). The actual value, if any, that may be
realized by each individual upon the exercise of an option will depend on
the closing price of the Class A Common Stock on the NYSE on the day
preceding the exercise date. The appreciation rates used in the table are
mandated by the rules of the Securities and Exchange Commission and do not
necessarily reflect the views of management as to future stock price and
should not in any manner be relied upon as such.

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

SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
ACQUIRED OPTIONS AT YEAR-END MONEY OPTIONS 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

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, 1994, the Committee consisted of Max M. Fisher, Chairman, Viscount
Blakenham,Walter J.P. Curley and The Marquess of Hartington, 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 17.

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 1994 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.

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
"standard" 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 the specific approval with regard to senior management. Targets will be
set each year by senior management between the "standard" 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. A certain
percentage of an employee's bonus target will be based upon individual and
departmental performance; the remaining percentage 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.

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 1994.

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 will continue to review the Company's executive compensation
arrangements in light of 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
The Marquess of Hartington

PERFORMANCE GRAPHS

The following graphs compare the Company's cumulative total shareholder
return on its Class A Common Stock (for the five year period December 31, 1989
to December 31, 1994 and for the six year period December 31, 1988 to December
31, 1994) with the cumulative return of the Standard & Poor's 500 Stock Index
("S&P 500") and Christie's International plc ("Christie's"). The second graph is
provided for historical perspective and covers the period beginning with
December 31st of the year in which the Company became publicly held.

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 1994
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 graphs are based on the assumption that $100 had
been invested in Sotheby's stock, S&P 500 and Christie's stock on December 31,
1989 and 1988, respectively, 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.

Five Year Cumulative Total Return
Among Sotheby's, Christie's and the S&P 500

12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94

Sotheby's $100 $49 $60 $64 $83 $63
Christie's $100 $67 $61 $51 $76 $64
S&P 500 $100 $97 $126 $136 $150 $152

Six Year Cumulative Total Return
Among Sotheby's, Christie's and the S&P 500

12/13/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94

Sotheby's $100 $245 $120 $146 $156 $203 $154
Christie's $100 $173 $117 $106 $88 $132 $111
S&P 500 $100 $132 $128 $166 $179 $197 $200

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.

The Company has entered into an employment agreement with Lord Camoys,
pursuant to which he serves as the Company's Deputy Chairman. Under the
agreement, Lord Camoys received an initial grant under the 1987 Stock Option
Plan with respect to 50,000 shares. The annual rate of Lord Camoys's base salary
under the agreement during 1994 was B.P.100,000, of which B.P.66,667 was paid
for the portion of the year during which he was employed by the Company. Lord
Camoys was not paid a bonus in 1994. He also receives an annual travel allowance
of B.P.10,000. The agreement expires in 1998.

The Company has entered into an employment agreement with Lord Gowrie, which
expires at the end of 1995. Lord Gowrie is required to devote one-third of his
work time to providing consulting services to the Company. His base annual
salary and miscellaneous compensation is B.P.55,000. Lord Gowrie was not paid a
bonus in 1994. If Lord Gowrie is employed by the Company upon the expiration of
the agreement, the Company will make a one-time additional contribution to his
pension fund of B.P.97,000.

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 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.

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 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.

For additional information concerning related party transactions, See Note N
to the Consolidated Financial Statements in the Annual Report.

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 J to the Consolidated Financial Statements in
the Annual Report.

In connection with the development of the new tower, York had outstanding,
as of December 31, 1994, a demand note payable to Associates in the amount of
approximately $3.6 million. Interest on the original note was prime plus 1%.
During the fourth quarter of 1994, the note was renegotiated and the interest
rate was retroactively reduced to prime minus 1/2%. The note was paid in full
and cancelled in January 1995.

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 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.

INDEPENDENT AUDITORS

Deloitte & Touche LLP, or its predecessor, Deloitte, Haskins & Sells, have
been the independent auditors for the Company since 1983. The Board of Directors
has selected Deloitte & Touche LLP as the independent auditors for 1995, 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 LLP 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 LLP 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 1996 must be received by the Company at 500 N.
Woodward Avenue, Suite 100, Bloomfield Hills, Michigan 48303 by the close of
business on January 4, 1996. 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.

May 9, 1995

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 15, 1995

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 Thursday, June 15, 1995, 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 at least one of the above named Proxies shall be
present in person or by substitution at such meeting or at any
adjournment thereof, said Proxy or Proxies, as the case may be,
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.)

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.

1. ELECTION OF DIRECTORS

FOR all Nominees WITHHOLD
listed (except as AUTHORITY
marked to the to vote for all
contrary to the right) Nominees

/ / / /

Election by holders of Class A Limited Voting Common Stock of A.
Alfred Taubman, Max M. Fisher and Walter J.P. Curley as directors.

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

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

2. The ratification of the
appointment of Deloitte &
Touche LLP as independent
auditors for 1995.

FOR AGAINST ABSTAIN

/ / / / / /

Please sign exactly as name appears
hereon. 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: , 1995
--------------------

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

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

Enclosed you will find material regarding the Company's 1995 Annual Meeting
of Shareholders. 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 15, 1995

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
Thursday, June 15, 1995, 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.

If at least one of the above named Proxies shall be present in
person or by substitution at such meeting or at any adjournment thereof,
said Proxy or Proxies, as the case may be, 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.)

1. ELECTION OF DIRECTORS

FOR all Nominees listed WITHHOLD AUTHORITY to vote
(except as marked to the for all Nominees
contrary to the right)

/ / / /

Election by holders of Class B Common Stock of Lord Camoys, Diana D.
Brooks, Viscount Blakenham, The Rt. Hon. The Earl of Gowrie, The Marquess
of Hartington, Simon de Pury 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.

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

2. The ratification of the
appointment of Deloitte &
Touche LLP as independent
auditors for 1995.

FOR AGAINST ABSTAIN

/ / / / / /

--------------------------------------
Signature

--------------------------------------
Signature if held jointly

Dated: , 1995
--------------------

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