Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 7, 2005, Sotheby’s Holding’s, Inc. (the “Company”) ceased to be a Controlled Company as defined in Rule 303A of the New York Stock Exchange (the “NYSE”). As a Controlled Company, the Company was not required to have a Charter for its Compensation Committee, and the Company does not have such a Charter. On September 9, 2005 the Company was advised by the NYSE that, as a result of its failure to have a Charter for its Compensation Committee, it is not in compliance with a listing standard of the NYSE. The Company intends to cure this noncompliance by adopting a Charter for its Compensation Committee at the next meeting of its Board of Directors, which is currently scheduled for November 7, 2005.

The Commentary to Section 303A.03 of the NYSE requires each listed company to disclose in its proxy statement the name of the director chosen to preside at executive sessions of non-management directors. The Company’s Corporate Governance Guidelines, which are available on the Company’s website (for which a link is provided in the Company’s Proxy Statement dated April 15, 2005), provide that the Company shall hold regularly scheduled executive sessions of non-management Directors and that the Chairman of the Board shall preside over such sessions; however, the Company inadvertently failed to identify Michael I. Sovern, Chairman of the Board, as the director who presides over executive sessions of non-management directors in this Proxy Statement. On September 9, 2005, the NYSE advised the Company that the failure of the Company to disclose in its Proxy Statement that its Board of Directors holds regularly scheduled meetings of non-management directors over which Mr. Sovern presides constituted noncompliance with Section 303A.03. The NYSE also advised the Company of alternative methods for curing the noncompliance, including filing a Form 8-K with the required disclosure.

Although the Company does not believe that its failure to specify in its Proxy Statement that Mr. Sovern presides over executive sessions of non-management directors is material, the Company is correcting its noncompliance by filing this Form 8-K. In future years, the Company will include this disclosure in its Proxy Statement.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On September 7, 2005, the Company amended Sections 8.02 and 8.05 of its Amended and Restated By-Laws to provide for the issuance of substitute stock certificates, in place of lost, stolen or destroyed certificates, that are either signed by the appropriate officers of the Company and sealed or countersigned by the appropriate Transfer Agent and registered by the appropriate Registrar. A copy of the Company’s Amended and Restated By-Laws reflecting the foregoing amendments is filed as Exhibit 3.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits