<PAGE>   1
     As filed with the Securities and Exchange Commission on April 5, 1996

                                                   Registration No. 33-_________

- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D. C.            
                       ----------------------------------

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


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

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

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

             SOTHEBY'S HOLDINGS, INC. DIRECTOR STOCK OWNERSHIP PLAN
                            (Full title of the plan)
                       ----------------------------------

                              Kevin A. Bousquette
                              c/o Sotheby's, Inc.
                                1334 York Avenue
                           New York, New York  10021
                                (212)  606-7000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                               
                                                      Proposed maximum         Proposed maximum   
Title of securities to be          Amount to be        offering price             aggregate                 Amount of 
     registered                     registered          per share (1)          offering price            registration fee
 <S>                               <C>                <C>                       <C>                      <C>
 Class A Limited Voting 
 Common Stock                                50,000             $14.4375                $721,875.00               $248.93
</TABLE>



(1)      Computed, pursuant to Rule 457(c), solely for the purpose of
         calculating the registration fee based on the average of the high and
         low prices of the Class A Limited Voting Common Stock as reported on
         the New York Stock Exchange Composite Tape on April 3, 1996.
<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant incorporates by reference its Annual Report on Form
10-K for the year ended December 31, 1995, filed with the Securities and
Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act of
1934 ("the Exchange Act").  All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of this Registration Statement from the date of the
filing of such documents.  Any statement contained in a document incorporated
or deemed incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Dividends

         With respect to the dividend rights of the Registrant's capital stock,
each share of Class B Common Stock, par value $0.10 per share (the "Class B
Common Stock"), and Class A Limited Voting Common Stock (the "Class A Common
Stock") is entitled to dividends if, as, and when declared by the Board of
Directors of the Registrant.  Under the Michigan Business Corporation Act, the
Registrant may not declare and pay dividends (other than in shares of its
capital stock), if after the dividend (a) the Registrant would not be able to
pay its debts as they become due or (b) the Registrant's total assets would be
less than its total liabilities plus the amount that would be needed to satisfy
the preferential rights of holders of the Registrant's preferred stock if the
Registrant were to be dissolved at the time of the dividend.  Any dividend that
may be declared and payable in cash, capital stock of the Registrant (other
than Class A Common Stock or Class B Common Stock), or other property will be
paid equally on the Class A Common Stock and the Class B Common Stock.  If a
dividend or distribution payable in Class A Common Stock is made on the Class A
Common Stock, the Registrant must also make an equal and simultaneous dividend
or distribution on the Class B Common Stock payable in shares of Class B Common
Stock.  If a dividend or distribution payable in Class B Common Stock is made
on the Class B Common Stock, the Registrant must also make an equal and
simultaneous dividend or distribution on the Class A Common Stock payable in
shares of Class A Common Stock.

Voting Rights

         Each share of Class A Common Stock is entitled to one vote, and each
share of Class B Common Stock is entitled to ten votes, on all matters
submitted to a vote of the shareholders.  Except as described below, the Class
A Common Stock and the Class B Common Stock vote together as a single class on
all matters presented for a vote of the



                                     II-1
<PAGE>   3

shareholders.  The holders of a majority of the outstanding shares of Class A
Common Stock or Class B Common Stock, voting as separate classes, must approve
certain amendments to the Articles of Incorporation that adversely affect the
shares of their class.

         So long (and only for so long) as the principal United States stock
exchange on which the Class A Common Stock is listed requires that the holders
of the Class A Common Stock, voting separately as a class, have the right to
elect 25% of the Company's Directors, the holders of the Class A Common Stock
will be entitled to elect 25% of the Company's Directors, rounded up in each
instance when necessary so that the holders of the Class A Common Stock, voting
separately as a class, elect not less than 25% of the Company's Directors, and
the holders of the Class B Common Stock, voting separately as a class, will
elect the remaining 75% of the Directors, rounded down in each instance when
the number of Directors elected by the holders of Class A Common Stock is
rounded up.  At any time that the holders of Class A Common Stock have the
right to elect 25% of the Company's Directors, if the number of outstanding
shares of Class B Common Stock falls below 12.5% of the aggregate number of
outstanding shares of Class A and Class B Common Stock, then the holders of
Class A and Class B Common Stock will vote together as a single class to elect
the remaining 75% of the Company's Directors.  The Class A Common Stock is
listed on the New York Stock Exchange, which currently requires such class
voting rights.

         Shares of Class A Common Stock and Class B Common Stock do not have
cumulative voting rights.

Liquidation Rights

         In the event of the liquidation, dissolution, or winding up of the
Company, holders of the shares of Class A Common Stock and Class B Common Stock
are entitled to share equally, share for share, in the assets available for
distribution.

Other Rights

         No shareholder of the Company has preemptive or other rights to
subscribe for additional shares of the Company.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles of Incorporation require the Company to
indemnify its Directors (including directors of subsidiaries) (and give the
Company authority to indemnify its officers (including officers of
subsidiaries), subject to their satisfying certain standards of conduct) for
expenses, judgments, fines, or amounts paid in settlement of civil, criminal,
administrative, and investigative suits or proceedings, including those
involving alleged violations of the Securities Act of 1933 (the "Act").  In
addition, the Company's Articles of Incorporation limit the liability of the
Company's Directors to the Company or its shareholders for monetary damages for
breach of the Directors' fiduciary duties.  In addition, the Company maintains
directors' and officers' liability insurance that, under certain circumstances,
would cover alleged violations of the Act.




                                     II-2
<PAGE>   4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are being filed with this Registration
Statement:

         4         Summary of Sotheby's Holdings, Inc. Director Stock 
                   Ownership Plan.

         5         Opinion of Miro Weiner & Kramer, counsel to the
                   Registrant, as to the legality of the shares.
                
         23(a)     Consent of Deloitte & Touche LLP.

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

         24        Powers of Attorney.

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)     to file, during any period in which offers or sales
                         are being made, a post-effective amendment to this
                         Registration Statement:

                         (i)      to include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the Registration
                                  Statement or any material change to such
                                  information in the Registration Statement;

                 (2)     that, for the purpose of determining any liability
                         under the Act, each such post-effective amendment
                         shall be deemed to be a new registration statement
                         relating to the securities offered therein, and the
                         offering of such securities at that time shall be
                         deemed to be the initial bona fide offering thereof;
                         and

                 (3)     to remove from registration, by means of a
                         post-effective amendment, any of the securities being
                         registered that remain unsold at the termination of
                         the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
                 purposes of determining any liability under the Act, each
                 filing of the Registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Securities Exchange Act of 1934
                 (the "Exchange Act") that is incorporated by reference in the
                 Registration Statement shall be deemed to be a new
                 registration statement relating to the securities offered
                 therein, and the offering of such securities at that time
                 shall be deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
                 Act may be permitted to directors, officers, and controlling
                 persons of the Registrant pursuant to the provisions described
                 in response to Item 6 above, or otherwise, the Registrant has
                 been advised that in the opinion of the Securities and
                 Exchange Commission, such indemnification is against public
                 policy, as expressed in the







                                     II-3
<PAGE>   5

         Act and is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by
         the Registrant of expenses incurred or paid by a director, officer, or
         controlling person of the Registrant in the successful defense of any
         action, suit, or proceeding) is asserted by such director, officer, or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question of whether such indemnification
         by it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.






                                     II-4

<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 5th day of
April, 1996.

                                        SOTHEBY'S HOLDINGS, INC.


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

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

<TABLE>
<CAPTION>
               Signature                                        Title                                   Date
               ---------                                        -----                                   ----
<S>                                              <C>                                                <C>
                    *                                   Chairman of the Board                       April 5, 1996
- ---------------------------------                                                                                
A. Alfred Taubman                               
                                                
                    *                                 Vice Chairman of the Board                    April 5, 1996
- ---------------------------------                                                                                
Max M. Fisher                                   
                                                
                    *                                Deputy Chairman of the Board                   April 5, 1996
- ---------------------------------                                                                                
Lord Camoys                                     
                                                
/S/DIANA D. BROOKS                               President, Chief Executive Officer,                April 5, 1996
- ---------------------------------                                                                                
Diana D. Brooks                                 
             and Director                       
                                                
/S/KEVIN A. BOUSQUETTE                                Senior Vice President and                     April 5, 1996
- ---------------------------------                                                                                
Kevin A. Bousquette                                    Chief Financial Officer
                                                
                    *                                          Director                             April 5, 1996
- ---------------------------------                                                                                
Viscount Blakenham                              
                                                
                    *                                          Director                             April 5, 1996
- ---------------------------------                                                                                
Walter J. P. Curley                             
                                                
                    *                                          Director                             April 5, 1996
- ---------------------------------                                                                                
The Marquess of Hartington                      
                                                
                    *                                          Director                             April 5, 1996
- ---------------------------------                                                                                
R. Julian de la M. Thompson                     
                                                
/S/PATRICIA CARBERRY                                Vice President, Controller and                  April 5, 1996
- ---------------------------------                                                                                
Patricia Carberry                               
Chief Accounting Officer                 

</TABLE>                                        
                                                

*By:    /S/KEVIN A. BOUSQUETTE  
        ----------------------
        Kevin A. Bousquette
        Attorney-in-Fact



                                     II-5

<PAGE>   7

                            SOTHEBY'S HOLDINGS, INC.

                                 EXHIBIT INDEX




        Exhibit                                 Title of Exhibit
        -------                                 ----------------

         4          Summary of Sotheby's Holdings, Inc. Director Stock 
                    Ownership Plan.

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

         23(a)      Consent of Deloitte & Touche LLP.

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

         24         Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19475}]
{"company-data": {"conformed-name": "SOTHEBYS HOLDINGS INC", "cik": "0000823094", "assigned-sic": "7389", "irs-number": "382478409", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02315", "film-number": "96544871"}, "business-address": {"street1": "500 N WOODWARD AVE STE 100", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48304", "phone": "3136462400"}, "mail-address": {"street1": "301 MERRITT 7", "city": "NORWALK", "state": "CT", "zip": "06851"}}
1
     As filed with the Securities and Exchange Commission on April 5, 1996

                                                   Registration No. 33-_________

- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D. C.            
                       ----------------------------------

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

                            SOTHEBY'S HOLDINGS, INC.
                          (Exact name of registrant as specified in its charter)
Michigan                                                 38-2478409
  (State or other jurisdiction of incorporation or organization)        (I.R.S. Employer Identification Number)
500 North Woodward Avenue
                                   Suite 100
                       Bloomfield Hills, Michigan  48304
                    (Address of principal executive offices)

             SOTHEBY'S HOLDINGS, INC. DIRECTOR STOCK OWNERSHIP PLAN
                            (Full title of the plan)
                       ----------------------------------

                              Kevin A. Bousquette
                              c/o Sotheby's, Inc.
                                1334 York Avenue
                           New York, New York  10021
                                (212)  606-7000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed maximum         Proposed maximum   
Title of securities to be          Amount to be        offering price             aggregate                 Amount of 
     registered                     registered          per share (1)          offering price            registration fee
Class A Limited Voting 
 Common Stock                                50,000             $14.4375                $721,875.00               $248.93
(1)      Computed, pursuant to Rule 457(c), solely for the purpose of
         calculating the registration fee based on the average of the high and
         low prices of the Class A Limited Voting Common Stock as reported on
         the New York Stock Exchange Composite Tape on April 3, 1996.
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant incorporates by reference its Annual Report on Form
10-K for the year ended December 31, 1995, filed with the Securities and
Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act of
1934 ("the Exchange Act").  All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of this Registration Statement from the date of the
filing of such documents.  Any statement contained in a document incorporated
or deemed incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Dividends

         With respect to the dividend rights of the Registrant's capital stock,
each share of Class B Common Stock, par value $0.10 per share (the "Class B
Common Stock"), and Class A Limited Voting Common Stock (the "Class A Common
Stock") is entitled to dividends if, as, and when declared by the Board of
Directors of the Registrant.  Under the Michigan Business Corporation Act, the
Registrant may not declare and pay dividends (other than in shares of its
capital stock), if after the dividend (a) the Registrant would not be able to
pay its debts as they become due or (b) the Registrant's total assets would be
less than its total liabilities plus the amount that would be needed to satisfy
the preferential rights of holders of the Registrant's preferred stock if the
Registrant were to be dissolved at the time of the dividend.  Any dividend that
may be declared and payable in cash, capital stock of the Registrant (other
than Class A Common Stock or Class B Common Stock), or other property will be
paid equally on the Class A Common Stock and the Class B Common Stock.  If a
dividend or distribution payable in Class A Common Stock is made on the Class A
Common Stock, the Registrant must also make an equal and simultaneous dividend
or distribution on the Class B Common Stock payable in shares of Class B Common
Stock.  If a dividend or distribution payable in Class B Common Stock is made
on the Class B Common Stock, the Registrant must also make an equal and
simultaneous dividend or distribution on the Class A Common Stock payable in
shares of Class A Common Stock.

Voting Rights

         Each share of Class A Common Stock is entitled to one vote, and each
share of Class B Common Stock is entitled to ten votes, on all matters
submitted to a vote of the shareholders.  Except as described below, the Class
A Common Stock and the Class B Common Stock vote together as a single class on
all matters presented for a vote of the

                                     II-1
3

shareholders.  The holders of a majority of the outstanding shares of Class A
Common Stock or Class B Common Stock, voting as separate classes, must approve
certain amendments to the Articles of Incorporation that adversely affect the
shares of their class.

         So long (and only for so long) as the principal United States stock
exchange on which the Class A Common Stock is listed requires that the holders
of the Class A Common Stock, voting separately as a class, have the right to
elect 25% of the Company's Directors, the holders of the Class A Common Stock
will be entitled to elect 25% of the Company's Directors, rounded up in each
instance when necessary so that the holders of the Class A Common Stock, voting
separately as a class, elect not less than 25% of the Company's Directors, and
the holders of the Class B Common Stock, voting separately as a class, will
elect the remaining 75% of the Directors, rounded down in each instance when
the number of Directors elected by the holders of Class A Common Stock is
rounded up.  At any time that the holders of Class A Common Stock have the
right to elect 25% of the Company's Directors, if the number of outstanding
shares of Class B Common Stock falls below 12.5% of the aggregate number of
outstanding shares of Class A and Class B Common Stock, then the holders of
Class A and Class B Common Stock will vote together as a single class to elect
the remaining 75% of the Company's Directors.  The Class A Common Stock is
listed on the New York Stock Exchange, which currently requires such class
voting rights.

         Shares of Class A Common Stock and Class B Common Stock do not have
cumulative voting rights.

Liquidation Rights

         In the event of the liquidation, dissolution, or winding up of the
Company, holders of the shares of Class A Common Stock and Class B Common Stock
are entitled to share equally, share for share, in the assets available for
distribution.

Other Rights

         No shareholder of the Company has preemptive or other rights to
subscribe for additional shares of the Company.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles of Incorporation require the Company to
indemnify its Directors (including directors of subsidiaries) (and give the
Company authority to indemnify its officers (including officers of
subsidiaries), subject to their satisfying certain standards of conduct) for
expenses, judgments, fines, or amounts paid in settlement of civil, criminal,
administrative, and investigative suits or proceedings, including those
involving alleged violations of the Securities Act of 1933 (the "Act").  In
addition, the Company's Articles of Incorporation limit the liability of the
Company's Directors to the Company or its shareholders for monetary damages for
breach of the Directors' fiduciary duties.  In addition, the Company maintains
directors' and officers' liability insurance that, under certain circumstances,
would cover alleged violations of the Act.

                                     II-2
4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are being filed with this Registration
Statement:

         4         Summary of Sotheby's Holdings, Inc. Director Stock 
                   Ownership Plan.

         5         Opinion of Miro Weiner & Kramer, counsel to the
                   Registrant, as to the legality of the shares.
                
         23(a)     Consent of Deloitte & Touche LLP.

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

         24        Powers of Attorney.

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)     to file, during any period in which offers or sales
                         are being made, a post-effective amendment to this
                         Registration Statement:

                         (i)      to include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the Registration
                                  Statement or any material change to such
                                  information in the Registration Statement;

                 (2)     that, for the purpose of determining any liability
                         under the Act, each such post-effective amendment
                         shall be deemed to be a new registration statement
                         relating to the securities offered therein, and the
                         offering of such securities at that time shall be
                         deemed to be the initial bona fide offering thereof;
                         and

                 (3)     to remove from registration, by means of a
                         post-effective amendment, any of the securities being
                         registered that remain unsold at the termination of
                         the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
                 purposes of determining any liability under the Act, each
                 filing of the Registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Securities Exchange Act of 1934
                 (the "Exchange Act") that is incorporated by reference in the
                 Registration Statement shall be deemed to be a new
                 registration statement relating to the securities offered
                 therein, and the offering of such securities at that time
                 shall be deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
                 Act may be permitted to directors, officers, and controlling
                 persons of the Registrant pursuant to the provisions described
                 in response to Item 6 above, or otherwise, the Registrant has
                 been advised that in the opinion of the Securities and
                 Exchange Commission, such indemnification is against public
                 policy, as expressed in the

                                     II-3
5

         Act and is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by
         the Registrant of expenses incurred or paid by a director, officer, or
         controlling person of the Registrant in the successful defense of any
         action, suit, or proceeding) is asserted by such director, officer, or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question of whether such indemnification
         by it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                     II-4
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 5th day of
April, 1996.

                                        SOTHEBY'S HOLDINGS, INC.

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature                                        Title                                   Date
               ---------                                        -----                                   ----
*                                   Chairman of the Board                       April 5, 1996
- ---------------------------------                                                                                
A. Alfred Taubman                               
                                                
                    *                                 Vice Chairman of the Board                    April 5, 1996
- ---------------------------------                                                                                
Max M. Fisher                                   
                                                
                    *                                Deputy Chairman of the Board                   April 5, 1996
- ---------------------------------                                                                                
Lord Camoys                                     
                                                
/S/DIANA D. BROOKS                               President, Chief Executive Officer,                April 5, 1996
- ---------------------------------                                                                                
Diana D. Brooks                                 
             and Director                       
                                                
/S/KEVIN A. BOUSQUETTE                                Senior Vice President and                     April 5, 1996
- ---------------------------------                                                                                
Kevin A. Bousquette                                    Chief Financial Officer
                                                
                    *                                          Director                             April 5, 1996
- ---------------------------------                                                                                
Viscount Blakenham                              
                                                
                    *                                          Director                             April 5, 1996
- ---------------------------------                                                                                
Walter J. P. Curley                             
                                                
                    *                                          Director                             April 5, 1996
- ---------------------------------                                                                                
The Marquess of Hartington                      
                                                
                    *                                          Director                             April 5, 1996
- ---------------------------------                                                                                
R. Julian de la M. Thompson                     
                                                
/S/PATRICIA CARBERRY                                Vice President, Controller and                  April 5, 1996
- ---------------------------------                                                                                
Patricia Carberry                               
Chief Accounting Officer
*By:    /S/KEVIN A. BOUSQUETTE  
        ----------------------
        Kevin A. Bousquette
        Attorney-in-Fact

                                     II-5
7

                            SOTHEBY'S HOLDINGS, INC.

                                 EXHIBIT INDEX

        Exhibit                                 Title of Exhibit
        -------                                 ----------------

         4          Summary of Sotheby's Holdings, Inc. Director Stock 
                    Ownership Plan.

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

         23(a)      Consent of Deloitte & Touche LLP.

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

         24         Powers of Attorney.