SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Phillips Diana

(Last)

(First)

(Middle)

38500 WOODWARD AVENUE

SUITE 100

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2005

3. Issuer Name and Ticker or Trading Symbol
SOTHEBYS HOLDINGS INC [ BID ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & WW Director of Press

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option-Right to Buy⁽¹⁾	⁽³⁾	01/30/2006	Class B Common Stock	4,000	$14.75	D
Employee Stock Option-Right to Buy⁽²⁾	⁽⁴⁾	10/30/2007	Class B Common Stock	25,000	$18.6875	D
Employee Stock Option-Right to Buy⁽²⁾	⁽⁵⁾	02/24/2010	Class B Common Stock	35,000	$18.875	D
Class B Common Stock⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Class A Ltd. Voting Common Stock	6,239	⁽⁶⁾	D

Explanation of Responses:

1. Granted under the Issuer's 1987 Stock Option Plan.

2. Granted under the Issuer's 1997 Stock Option Plan.

3. 800 options vested on each of 1/31/97, 1/31/98, 1/31/99, 1/31/00 and 1/31/01.

4. 5,000 options vested on each of 10/31/98, 10/30/99, 10/30/00, 10/30/01 and 10/30/02.

5. 7,000 options vested or will vest on each of 2/24/01, 2/24/02, 2/24/03, 2/24/04 and 2/24/05.

6. Restricted Stock awarded under Issuer's 2003 Restricted Stock Plan in connection with an exchange offer by Issuer for certain options owned by Reporting Person. The award vests in four annual installments: 1,560 shares on each of 3/31/05, 3/31/06 and 3/31/07 and 1,559 shares on 3/31/08, subject to certain exceptions. After vesting, Class B Common Stock is freely convertible into Issuer's Class A Limited Voting Common Stock on a one-to-one basis.

	/s/ Diana Phillips	01/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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