SOTHEBYS HOLDINGS INC
10-Q, 1997-08-14
BUSINESS SERVICES, NEC
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                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                              FORM 10-Q


               QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 1997
Commission File Number 1-9750


                        Sotheby's Holdings, Inc.
           (Exact name of registrant as specified in its charter)


            Michigan                                       38-2478409
(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                       Identification No.)


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

Registrant's telephone number, including area code:        (810) 646-2400


Indicate by check mark whether the Registrant  (1)  has filed all reports
required  to  be filed by Section 13 or 15(d) of the Securities  Exchange
Act  of  1934 during the preceding 12 months (or for such shorter  period
that  the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes   X  .
No     .

As of July 31, 1997, there were outstanding 38,657,572 shares of Class  A
Limited  Voting  Common Stock, par value $0.10 per share, and  17,217,847
shares  of  Class  B  Common Stock, par value $0.10  per  share,  of  the
Registrant.   Each  share of Class B Common Stock is  freely  convertible
into one share of Class A Limited Voting Common Stock.


<PAGE>
                                 INDEX


PART I:   FINANCIAL INFORMATION

                                                                 PAGE

Item 1.   Financial Statements:

          Consolidated Statements of Income for the Three
          and Six Months Ended June 30, 1997 and 1996              3

          Consolidated Balance Sheets at     June 30, 1997
          and December 31, 1996                                    4

          Consolidated Statements of Cash Flows for the
          Six Months Ended June 30, 1997 and 1996                  5

          Notes to the Consolidated Financial Statements           6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                     11


PART II:  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K                        17

EXHIBIT INDEX                                                     18

SIGNATURE                                                         19



<PAGE>
PART 1: FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>

Consolidated Statements of Income
Sotheby's Holdings, Inc. and Subsidiaries
(Thousands of dollars, except per share data)
(UNAUDITED)
<CAPTION>
                                                    For the Three Months          For the Six Months
                                                          Ended June 30,              Ended June 30,
                                                     1997           1996         1997           1996
<S>                                              <C>            <C>          <C>            <C>
Revenues:

Auction and related                              $116,095       $115,784     $160,878       $149,546
Other                                              14,907          8,814       24,206         15,848
Total revenues                                    131,002        124,598      185,084        165,394

Expenses:

Direct costs of services                          (21,956)       (24,155)     (31,944)       (32,948)
Salaries and related costs                        (34,003)       (29,547)     (62,950)       (54,942)
General and administrative                        (21,124)       (20,845)     (42,563)       (39,082)
Depreciation and amortization                      (2,622)        (2,246)      (5,184)        (4,527)
Non-recurring charges                              (3,000)             0       (5,500)             0
Total expenses                                    (82,705)       (76,793)    (148,141)      (131,499)

Operating income                                   48,297         47,805       36,943         33,895

Interest income                                       616            877        1,408          1,964
Interest expense                                   (1,185)          (653)      (1,799)        (1,586)
Other expense                                        (226)          (411)        (170)          (251)

Income before taxes                                47,502         47,618       36,382         34,022

Income taxes                                      (18,162)       (19,048)     (13,825)       (13,609)

Net Income                                        $29,340        $28,570      $22,557        $20,413

Earnings Per Share                                  $0.51          $0.50        $0.40          $0.36

Weighted Average Shares Outstanding (in millions)    57.2           56.8         56.6           56.4

Dividends Per Share                                 $0.10          $0.08        $0.20          $0.16
See accompanying Notes to the Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheets
Sotheby's Holdings, Inc. and Subsidiaries
(Thousands of dollars)
(UNAUDITED)
<CAPTION>
                                                        June 30,       December 31,
                                                            1997               1996

<S>                                                      <C>                <C>
Assets
Current Assets
Cash and cash equivalents                                $13,950            $66,886
Accounts and notes receivable, net of allowance
  for doubtful accounts of $10,802 and $10,156
    Accounts receivable                                  300,048            250,780
    Notes receivable                                     104,628             81,761
    Other                                                 17,909             12,810
        Total Accounts and Notes Receivable, Net         422,585            345,351
Inventory, net                                            17,734             14,801
Deferred income taxes                                      5,005              4,655
Prepaid expenses and other current assets                 16,545             14,689
        Total Current Assets                             475,819            446,382
Notes receivable                                         104,344             69,418
Properties, less allowance for depreciation
  and amortization of $67,310 and $63,983                 69,387             70,576
Intangible assets, less allowance for
  amortization of $15,990 and $15,607                     29,316             27,199
Investment in partnership                                 35,709             35,834
Other assets                                               6,313              6,689
        Total Assets                                     720,888            656,098

Liabilities And Shareholders' Equity
Current Liabilities
Due to consignors                                        278,888            277,751
Short-term borrowings                                     20,431              3,211
Accounts payable and accrued liabilities                  67,782             75,023
Deferred revenue                                           6,404              7,166
Accrued income taxes                                      31,278             25,765
        Total Current Liabilities                        404,783            388,916

Long-Term Liabilities
Commercial Paper                                          45,000                  0
Deferred income taxes                                     12,661             12,493
Other long-term obligations                                1,158              1,217
        Total Liabilities                                463,602            402,626

Shareholders' Equity
Common Stock, $0.10 par value:
  Authorized shares - 125,000,000 of Class A and 75,000,000 of Class B
  Issued and outstanding shares - 38,559,573 and 38,669,411 of Class A, and
  17,219,847 and 17,214,987 of Class B, at June 30, 1997 and
  December 31, 1996, respectively                          5,578              5,589
Additional paid-in capital                                74,412             78,382
Retained earnings                                        190,182            178,805
Foreign currency translation adjustments                 (12,886)            (9,304)
         Total Shareholders' Equity                      257,286            253,472
         Total Liabilities And Shareholders' Equity     $720,888           $656,098
See accompanying Notes to the Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
Consolidated Statements of Cash Flows
Sotheby's Holdings, Inc. and Subsidiaries
(Thousands of dollars)
(UNAUDITED)
<CAPTION>

Six Months Ended June 30,                                                  1997               1996

<S>                                                                     <C>                <C>
Operating Activities:
Net income                                                              $22,557            $20,413
Adjustments to reconcile net income to net cash
     provided (used) in operating activities:
   Depreciation and amortization                                          5,184              4,527
   Deferred income taxes                                                   (182)             1,143
   Tax benefit of stock option exercises                                    858              1,109
   Asset provisions                                                       2,571              2,725
   Other                                                                    459                213

Changes in assets and liabilities:
   Increase in accounts receivable                                      (57,727)               (74)
   Increase in inventory                                                 (3,971)           (24,869)
   Decrease (increase) in prepaid expenses and other current assets      (1,462)             2,751
   Decrease in other assets                                                 336                161
   Increase (decrease) in due to consignors                               1,137             (2,406)
   Increase in accrued income taxes                                       5,513             17,350
   Decrease in other liabilities                                         (8,399)            (3,657)
   Net cash provided (used) by operating activities                     (33,126)            19,386

Investing Activities:
Increase in notes receivable                                           (109,519)           (54,393)
Collections of notes receivable                                          47,808             47,245
Capital expenditures                                                     (4,829)            (2,867)
Decrease in investment in partnership                                       125              2,761
Acquisitions                                                             (1,854)                 0
   Net cash used by investing activities                                (68,269)            (7,254)

Financing Activities:
Increase (decrease) in commercial paper                                  45,000            (13,000)
Increase in short term borrowings                                        16,004              2,558
Proceeds from exercise of stock options                                   2,320              1,954
Repurchase of common stock                                               (7,794)            (8,973)
Dividends                                                               (11,180)            (8,937)
   Net cash provided(used) by financing activities                       44,350            (26,398)

Effect of exchange rate changes on cash                                   4,109              1,673
    Decrease in cash and cash equivalents                               (52,936)           (12,593)
Cash and cash equivalents at beginning of period                         66,886             40,713
     Cash and cash equivalents at end of period                         $13,950            $28,120

See accompanying Notes to the Consolidated Financial Statements
</TABLE>
<PAGE>
                        SOTHEBY'S HOLDINGS, INC.
                            AND SUBSIDIARIES
             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)


1.   The  consolidated  financial statements included herein  have  been
     prepared   by   Sotheby's  Holdings,  Inc.   (together   with   its
     subsidiaries, the "Company") pursuant to the rules and  regulations
     of  the  Securities  and Exchange Commission.   These  consolidated
     financial  statements  should  be  read  in  conjunction  with  the
     consolidated   financial   statements   and   the   notes   thereto
     incorporated by reference in the Company's Annual Report on Form 10-
     K for the year ended December 31, 1996 (the "Annual Report").

     In  the  opinion of the management of the Company, all adjustments,
     consisting  of normal recurring adjustments, necessary for  a  fair
     presentation  of the results of operations for the  three  and  six
     month  periods  ended  June 30, 1997 and 1996 have  been  included.
     Certain prior period amounts have been restated to conform  to  the
     current year's presentation.

2.   Notes Receivable

     As  of  June 30, 1997, an amount equal to approximately 39% of  the
     Company's  notes receivable (current and non-current) was  extended
     to  two borrowers.  No other individual loans amounted to more than
     5%  of  total  assets  at  June 30, 1997.  Although  the  Company's
     general  policy  has been to make secured loans at  loan  to  value
     ratios  (principal loan amount divided by the low auction  estimate
     of  the  collateral)  of  50% or lower, on  certain  occasions  the
     Company  will  lend, on a secured basis, at loan  to  value  ratios
     higher than 50%.  The loan to value ratios on the loans noted above
     exceed 50%, however, neither loan has a loan to value ratio greater
     than  70%. In addition, on certain occasions, the Company will lend
     amounts to consignors at loan to value ratios higher than 50% where
     the  Company  participates in a share of the sale proceeds  of  the
     consigned  property higher than the standard selling commission  if
     the consigned property sells for more than an agreed target amount.

     Interest income on impaired loans is recognized to the extent  cash
     is   received.   Where  there  is  doubt  regarding  the   ultimate
     collectibility  of  principal for impaired  loans,  cash  receipts,
     whether designated as principal or interest, are thereafter applied
     to  reduce the recorded investment in the loan.  Following are  the
     changes in the allowance for credit losses relating to both current
     and  non-current notes receivable for the six months ended June 30,
     1997 and 1996 (in thousands):
<TABLE>
<CAPTION>
                                                     1997           1996
     <S>                                           <C>             <C>
     Allowance for credit losses
        at December 31, 1996 and 1995              $2,501          $3,052
     Provisions                                     1,126             311
     Write-offs                                        (3)           (374)
     Other                                            108              (7)
     Allowance for credit losses
        at June 30, 1997 and 1996                  $3,732          $2,982
</TABLE>

3.   Credit Arrangements

     At  June  30,  1997,  pursuant to the Company's $200  million  U.S.
     commercial  paper program, there were $45.0 million of  outstanding
     commercial paper notes at weighted average discount rates  of  5.7%
     with  average  maturities  of  20.5 days.  These  notes  have  been
     classified   on  the  consolidated  balance  sheet   as   long-term
     liabilities based on the Company's ability to maintain or refinance
     these  obligations  on a long-term basis.  At June  30,  1997,  the
     Company  also  had  $20.4 million outstanding  under  domestic  and
     foreign bank lines of credit at weighted average interest rates  of
     6.8%.

4.   Commitments and Contingencies

     The  Company,  in the normal course of business, is a defendant  in
     various legal actions.

     In  conjunction  with the client loan program, the  Company  enters
     into   legally  binding  arrangements  to  lend,  generally  on   a
     collateralized basis, to potential consignors and other individuals
     who have collections of fine art  and  other  objects. In addition,
     on  certain  occasions,   the   Company  will   guarantee   to  the
     consignor a minimum price in connection  with  the sale of property
     at  auction. The Company must perform under its  guarantee  only in
     the event that (a) the property  fails  to sell  and  the consignor
     prefers to be paid the minimum  price rather than retain  ownership
     of the unsold property,  resulting in the Company's purchase of the
     property  at the  minimum  price or (b) the property sells for less
     than  the  minimum   price  and the Company must pay the difference
     between the sale  price at auction and the amount of the guarantee.
     Under the auction guarantees, the Company participates  in a  share
     of  the proceeds  if  the  property under guarantee sells above   a
     minimum price.At  August 8, 1997,   the   Company  had  outstanding
     guarantees and unfunded  commitments  to  extend  additional credit
     totaling approximately  $95 million.

     In  early 1997, a television program aired in the U.K. and a related
     book  was  published, both of which contain certain  allegations  of
     improper or illegal conduct by current and former employees  of  the
     Company.  In response to these allegations, the Board of  Directors,
     in  February 1997, established a committee of independent  directors
     to  review  the issues raised by the book and related matters.   The
     Independent   Review  Committee  has  retained  outside  independent
     counsel  in the U.S. and the U.K. to assist and advise the Committee
     in  its  review.   The  Company's management is conducting  its  own
     review.  These  investigations  are ongoing, therefore,  it  is  not
     possible  at  this time to estimate the full impact of  any  of  the
     alleged   activities   or   the  expenses  associated   with   these
     investigations on the Company's financial condition and  results  of
     operations.  However, the non-recurring expenses to be  incurred  in
     connection  with  this  matter  may be  material  to  the  Company's
     operating  results for the year ended December 31, 1997. During  the
     first six months of 1997, the Company recorded $5.5 million in  non-
     recurring   charges  which  consist  largely  of  legal  and   other
     professional fees associated with the Independent Review Committee.

     Except  for the matters referred to in the preceding paragraph,  in
     the  opinion  of  management,  the  commitments  and  contingencies
     described  above  currently are not expected  to  have  a  material
     adverse effect on the Company's consolidated financial statements.

5.   Future Impact of Recently Issued Accounting Standards

     The  Financial  Accounting Standards Board ("FASB") recently  issued
     Statement  of  Financial  Accounting  Standards  ("SFAS")  No.   128
     "Earnings  Per  Share," which is effective for financial  statements
     for  both interim and annual periods ending after December 15, 1997.
     Early  adoption of this statement is not permitted. The Company  has
     applied  this statement to results for both the three and six  month
     periods  ended June 30, 1997 and 1996 as well as the annual  results
     for 1996 and determined that the adoption of this standard would not
     have  a  material impact on the earnings per share calculations  for
     these periods.

     In  June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive
     Income",  which  is  effective  for  fiscal  years  beginning  after
     December  15, 1997 with earlier application permitted.  The  Company
     will  adopt  this  standard  in the first  quarter  of  1998.   This
     statement   requires  certain  transactions  to   be   included   as
     adjustments  to net income in order to report comprehensive  income.
     These  transactions represent items that, under previous  accounting
     standards,  bypassed  the  statement of  income  and  were  reported
     directly as adjustments to the equity section of the balance  sheet.
     Adoption  of this standard will require the Company to report  these
     transactions,   which  may  be  material,  on   the   statement   of
     comprehensive income.

     The FASB also issued SFAS No. 131 "Disclosures about Segments of  an
     Enterprise  and  Related  Information" in June  of  1997,  which  is
     effective  for fiscal years beginning after December 15,  1997  with
     earlier application permitted.  The Company will adopt this standard
     in  the  first quarter of 1998.  This statement requires  additional
     disclosure  of  financial and descriptive information  on  operating
     segments.   Adoption  of this standard may require  the  Company  to
     report  information about certain operating segments  that  was  not
     previously disclosed.

6.   Seasonality of Business

     The worldwide art auction market has two principal selling seasons,
     spring   and  fall.  During  the  summer  and  winter,  sales   are
     considerably lower. The table below demonstrates that at least  80%
     of  the  Company's auction sales are derived from  the  second  and
     fourth quarters of the year.
<TABLE>
<CAPTION>
                                    Percentage of Annual
                                        Auction Sales

                                   1996          1995      1994
         <S>                       <C>           <C>       <C>
         January - March            10%           11%       12%
         April - June               39%           39%       40%
         July - September            9%            7%        8%
         October - December         42%           43%       40%

                                   100%          100%      100%
</TABLE>

ITEM 2:   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF  FINANCIAL  CONDITION
          AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS


     The  worldwide auction business is highly seasonal in nature,  with
     two principal selling seasons, spring and fall.  Accordingly, first
     and  third  quarter results reflect lower auction sales  and  lower
     operating  margins than the second and fourth quarters due  to  the
     fixed nature of many of the operating expenses. (See Note 6 in  the
     Notes  to  the  Consolidated  Financial Statements  for  additional
     information.)

     Following  is  a  geographical breakdown of the  Company's  auction
     sales  for the three and six month periods ended June 30, 1997  and
     1996 (in thousands):
<TABLE>
<CAPTION>
                            For the Second Quarter              For the Six Months
                                    Ended June 30,                  Ended June 30,
                            1997              1996          1997              1996
     <S>                <C>               <C>           <C>               <C>
     North America      $294,182          $314,937      $431,352          $405,430
     Europe              308,350           288,562       373,292           352,225
     Asia                 48,075            27,482        53,225            28,361

     Total              $650,607          $630,981      $857,869          $786,016
</TABLE>
     For  the  quarter ended June 30, 1997, worldwide auction  sales  of
     $650.6  million  increased $19.6 million, or 3%,  compared  to  the
     second  quarter  of 1996. For the six months ended June  30,  1997,
     worldwide auction sales increased $71.9 million, or 9%, compared to
     1996.  Auction  sales recorded by the Company's foreign  operations
     were  positively affected by translation into U.S.  Dollars,  which
     increased  auction sales by $7.6 million and $6.6 million  for  the
     quarter  and  six  months ended June 30, 1997,  respectively.   The
     decrease  in  sales in North America in the second  quarter  was  a
     result  of  the 1996 sale of property from the Estate of Jacqueline
     Kennedy  Onassis,  for which there was no comparable  sale  in  the
     current  year,  offset by an increase in Impressionist  and  Modern
     art.  Sales in Europe increased $19.8 million, or 7%, in the second
     quarter due to increases in the United Kingdom ("U.K.") offset,  in
     part,  by  a  decline in Jewelry sales in Geneva. The  increase  in
     sales  in the U.K. was attributable to several single owner  sales,
     most  notably  the sale of Illuminated manuscripts  from  the  Beck
     Collection as well as Impressionist and Modern art.  Sales in  Asia
     in  the  second  quarter  increased due to Hong  Kong's  successful
     spring  sales series.  Sales for the first six months of  the  year
     grew  due  to the sales previously mentioned as well as New  York's
     sales of Old Masters paintings.

     For  the  second  quarter of 1997, worldwide  auction  and  related
     revenue  was  generally  flat compared to  1996.   An  increase  in
     auction and related revenue primarily resulting from higher auction
     sales  volume  due  to the sales discussed above,  an  increase  in
     commissions  from private sales of art and an increase  in  expense
     recoveries  (excluding  the  non-recurring  recovery  of   expenses
     associated  with the 1996 sale  of  property  from  the  Estate  of
     Jacqueline  Kennedy Onassis)  was  mostly offset  by a decrease  in
     rates  earned   at  auction.  Auction  and  related  revenue  as  a
     percentage of sales  for the   three  months  ended  June 30, 1997,
     excluding  expense  recoveries  from the Onassis sale, increased to
     17.8% from 17.6% in 1996.

     For the six months ended June 30, 1997, auction and related revenue
     increased  $11.3 million, or 8%, compared to 1996.   This  increase
     was  primarily a result of higher auction sales volume due  to  the
     sales  discussed  above,  an increase in commissions  from  private
     sales  of art and an increase in expense recoveries (excluding  the
     non-recurring recovery of expenses associated with the 1996 sale of
     property from the  Estate  of Jacqueline Kennedy Onassis) partially
     offset  by  a  decrease  in rates  earned  at auction.  Auction and
     related  revenue as a  percentage of sales for the six months ended
     June 30,  1997, excluding  expense recoveries from the Onassis sale,
     increased  to 18.8% in 1997 from 18.4% in 1996.

     Other  revenue, which primarily includes revenues from  art-related
     financing  activities  and real estate operations,  increased  $6.1
     million  in  the second quarter of 1997 when compared to  the  same
     quarter  of  1996.  For the six months ended June 30,  1997,  other
     revenue  increased $8.4 million compared to 1996.  These  increases
     were  due  largely  to higher revenues from real estate  operations
     resulting  from stronger real estate sales in the U.S. (up  64%  in
     the  first  half of the year), an increase in principal  activities
     and  an increase in art-related financing due to an increase in the
     average  loan portfolio balance of $41.1 million.  Foreign currency
     movements  did not materially impact other revenue for  the  second
     quarter or first six months of 1997.

     Total  expenses, including non-recurring charges of  $3.0  million,
     increased  $5.9  million,  or 7%, in the  second  quarter  of  1997
     compared  to  1996. For the six months ended June 30,  1997,  total
     expenses,   including  non-recurring  charges  of   $5.5   million,
     increased  $16.6  million, or 13%, in comparison to  1996.  Foreign
     currency  exchange rate movements did not materially  impact  total
     expenses for the second quarter or first six months of 1997.

     Direct  costs  of  services  (which consist  largely  of  catalogue
     production  and  distribution costs as well as corporate  marketing
     and  sale marketing expenses) decreased $2.2 million, or 9%, during
     the second quarter of 1997 compared to the same period of 1996. For
     the  six  months  ended June 30, 1997, direct costs  totaled  $31.9
     million  compared  to $32.9 million in 1996,  a  decrease  of  $1.0
     million.  These  decreases  largely reflect  the  impact  of  costs
     associated with the Onassis sale in 1996 which are partly offset by
     increased   costs  associated  with  the  increased  sales   volume
     discussed above. Foreign exchange rate movements did not materially
     impact  direct costs for the second quarter or first six months  of
     1997.

     Excluding  non-recurring  charges,  all  other  operating  expenses
     (which   include   salaries   and  related   costs,   general   and
     administrative  expenses as well as depreciation and  amortization)
     totaled  $57.7 million for the second quarter of 1997, an  increase
     of  10%  compared to the second quarter of 1996. For the six months
     ended  June  30, 1997, these expenses increased $12.1  million,  or
     12%,  to  $110.7  million compared to 1996.  These  increases  were
     principally due to an increase in salaries and related  costs  and,
     to  a  lesser  extent, higher travel and entertainment expenses  as
     well as professional fees.

     The Company recorded non-recurring charges of $3.0 million and $5.5
     million  in  the  second  quarter and first  six  months  of  1997,
     respectively, which consist largely of legal and other professional
     fees  associated with the Independent Review Committee (See Note  4
     in   the  Notes  to  the  Consolidated  Financial  Statements   for
     additional information).

     Interest  income  decreased $0.3 million and $0.6 million  for  the
     three and six month periods ended June 30, 1997, respectively,  due
     largely   to  lower  cash  balances  in  Europe.  Interest  expense
     increased $0.5 million and $0.2 million for the three and six month
     periods  ended  June 30, 1997, respectively, due to higher  average
     borrowings to support a higher average loan portfolio.

     The consolidated effective tax rate was 38% for the quarter and six
     months ended June 30, 1997 compared to 40% for the quarter and  six
     months ended June 30, 1996.

     For  the second quarter of 1997, net income increased 3%, to  $29.3
     million  from net income of $28.6 million in the second quarter  of
     1996.   Earnings per share for the second quarter of 1997 increased
     2%  to $0.51 from $0.50 in the second quarter of 1996. For the  six
     months  ended  June  30, 1997, net income increased  11%  to  $22.6
     million  from  net income of $20.4 million in 1996.   Earnings  per
     share for the first six months increased 11% to $0.40 from $0.36 in
     1996.  Foreign currency movements did not have a material impact on
     net  income  or earnings per share for the quarter or  year-to-date
     periods ended June 30, 1997.


LIQUIDITY AND CAPITAL RESOURCES

     The  Company's net debt position (total debt, which includes short-
     term   borrowings  and  commercial  paper,  less  cash   and   cash
     equivalents) totaled $51.5 million at June 30, 1997 compared  to  a
     net cash position of $63.7 million at December 31, 1996, reflecting
     the  funding  of  the  loan portfolio and an  increase  in  auction
     receivables.    Working  capital  (current  assets   less   current
     liabilities) at June 30, 1997 was $71.0 million compared  to  $57.5
     million at December 31, 1996.

     The Company's client loan portfolio increased to $212.7 million  at
     June  30,  1997  from $153.7 million at December 31,  1996.   These
     amounts  include $104.3 million and $69.4 million  of  loans  which
     have a maturity of more than one year at June 30, 1997 and December
     31, 1996, respectively.

     The Company relies on internally generated funds and borrowings  to
     meet  its financing requirements.  The Company may issue up to $200
     million  of short-term notes pursuant to its U.S. commercial  paper
     program. The Company supports any short-term notes issued under its
     U.S.  commercial  paper program with committed  credit  facilities.
     The  Company  maintains  $300 million of  committed  and  available
     financing to July 11, 2001 pursuant to a bank credit agreement.

     For  the  six  months  ended June 30, 1997, the  Company's  primary
     sources  of  liquidity  were derived from available  cash  balances
     supplemented  by  commercial paper and short term borrowings.   The
     most significant cash uses during the first six months of 1997 were
     the  net  funding  of  the client loan portfolio,  operations,  and
     payment of shareholder dividends.

     Capital  expenditures, consisting primarily of office  and  auction
     facility  refurbishment and the acquisition of computer  equipment,
     totaled  $4.9 million and $2.9 million for the first six months  of
     1997 and 1996, respectively.

     In  certain  instances, consignor advances are made  with  recourse
     limited only to the works of art consigned for sale and pledged  as
     security for the loan.  As of June 30, 1997, no such advances  were
     outstanding.   Although the Company's general policy  has  been  to
     make  secured  loans at loan to value ratios of 50%  or  lower,  on
     certain  occasions  the Company will lend, on a secured  basis,  at
     loan  to  value  ratios higher than 50%.  In addition,  on  certain
     occasions  the Company will lend amounts to consignors at  loan  to
     value  ratios higher than 50% where the Company participates  in  a
     share  of  the sale proceeds of the consigned property higher  than
     the standard selling commission if the property consigned sells for
     more  than an agreed target amount.  From time to time, the Company
     has  off-balance sheet commitments to consignors that property will
     sell at a minimum price and legally binding lending commitments  in
     conjunction with the client loan program.  See Note 4 in the  Notes
     to   the   Consolidated   Financial   Statements   for   additional
     information.  The Company does not believe that material  liquidity
     risk exists relating to these commitments.

     The Company believes that operating cash flows will be adequate  to
     meet  normal  working capital requirements and that the  commercial
     paper program and credit facilities will continue to be adequate to
     fund the client loan program, peak working capital requirements and
     short-term commitments to consignors.

     The  Company  evaluates, on an ongoing basis, the adequacy  of  its
     principal auction premises for the requirements of the present  and
     future  conduct  of  its business.  Any significant  alteration  to
     these  premises may require utilization of additional capital which
     the Company believes is adequately available.


FORWARD-LOOKING STATEMENTS

     This  form 10-Q contains certain forward-looking statements, as such
     term  is  defined in Section 21E of the Securities Act of  1934,  as
     amended, relating to future events and the financial performance  of
     the  Company, particularly with respect to the adequacy  of  working
     capital  as  well as additional capital necessary for relocation  of
     all  or  a  portion  of  the  Company.   Such  statements  are  only
     predictions  and involve risks and uncertainties, resulting  in  the
     possibility  that  the  actual events  or  performance  will  differ
     materially  from such predictions.  Major factors which the  Company
     believes  could  cause the actual results to differ materially  from
     the predicted results in the forward-looking statements include, but
     are  not  limited  to, the following, which are not  listed  in  any
     particular rank order:

     (1)  The  Company's  business is seasonal, with  peak  revenues  and
     operating income occurring in the second and fourth quarters of each
     year  as  a  result of the traditional spring and fall  art  auction
     season.

     (2)  The overall strength of the international economy and financial
     markets and, in particular, the economies of the United States,  the
     United  Kingdom, and the major countries of Continental  Europe  and
     Asia (principally Japan and Hong Kong).

     (3) Competition with other auctioneers and art dealers.

     (4)  The  volume  of  consigned property and  the  marketability  at
     auction of such property.

     See Note 4 in the Notes to the Consolidated Financial Statements for
     additional information.
<PAGE>
                       PART II. OTHER INFORMATION


 ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K

                      (a)Exhibits

                         27. Financial Data Schedule


                      (b)Reports on Form 8-K
                         None.


                             Exhibit Index




    Exhibit No.              Description

    27.                      Financial Data Schedule










<PAGE>
                        SOTHEBY'S HOLDINGS, INC.
                            AND SUBSIDIARIES




                               SIGNATURE




    Pursuant  to the requirements of the Securities Exchange  Act  of
    1934,  the Company has duly caused this report to be signed  this
    the  14th  day of August, 1997, on its behalf by the undersigned,
    thereunto duly authorized and in the capacity indicated.




                               SOTHEBY'S HOLDINGS, INC.




                                           By: PATRICIA A. CARBERRY
                                               Patricia A. Carberry
                                               Vice President, Controller
                                               and Chief Accounting Officer



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<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                                                  <C>
<PERIOD-TYPE>                                              6-MOS
<FISCAL-YEAR-END>                                    DEC-31-1997
<PERIOD-END>                                         JUN-30-1997
<CASH>                                                    13,950
<SECURITIES>                                                   0
<RECEIVABLES>                                            422,585
<ALLOWANCES>                                              10,802
<INVENTORY>                                               17,734
<CURRENT-ASSETS>                                         475,819
<PP&E>                                                    69,387
<DEPRECIATION>                                            67,310
<TOTAL-ASSETS>                                           720,888
<CURRENT-LIABILITIES>                                    404,783
<BONDS>                                                        0
<COMMON>                                                   5,578
                                          0
                                                    0
<OTHER-SE>                                               251,708
<TOTAL-LIABILITY-AND-EQUITY>                             720,888
<SALES>                                                        0
<TOTAL-REVENUES>                                         185,084
<CGS>                                                          0
<TOTAL-COSTS>                                             31,944
<OTHER-EXPENSES>                                          65,173
<LOSS-PROVISION>                                             649
<INTEREST-EXPENSE>                                         1,799
<INCOME-PRETAX>                                           36,382
<INCOME-TAX>                                              13,825
<INCOME-CONTINUING>                                       22,557
<DISCONTINUED>                                                 0
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<NET-INCOME>                                              22,557
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