--------------------------------------------------------------------------------
SEC 1745 Potential persons who are to respond to the collection of information
(02-02) contained in this form are not required to respond unless the form
        displays a currently valid OMB control number.
--------------------------------------------------------------------------------

                                                          OMB APPROVAL
                                                    OMB Number: 3235-0145
                                                    Expires: December 31, 2005
                                                    Estimated average burden
                                                    hours per response..11.0

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

                                  SCHEDULE 13G

            Under the Securities Exchange Act of 1934
                          (Amendment No. __1_________)*

                             SOTHEBY'S HOLDINGS INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                 COMMON CLASS A
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    835898107
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                    12-31-04
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

 [X] Rule 13d-1(b)

 [ ] Rule 13d-1(c)

 [ ] Rule 13d-1(d)

--------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                                  Page 1 of 6


CUSIP No. 835898107

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

      1.    Names of Reporting Persons.

            I.R.S. Identification Nos. of above persons (entities only).

            (a)   U.S. Trust Corporation*                         13-2927955

            (b)   United States Trust Company of New York         13-5459866

            (c)   U.S. Trust Company, N.A.                        95-4311476

            *U.S. Trust Corporation ("UST"), a Bank Holding Company, is a
            wholly-owned direct subsidiary of The Charles Schwab Corporation
            ("Schwab"), which is a publicly-traded company. Charles Schwab
            Investment Management, Inc. ("CSIM"), which is a wholly-owned direct
            subsidiary of Schwab, files separate Forms 13G. Neither UST nor CSIM
            shares any power with respect to the voting or disposition of
            securities reflected on the other's Forms 13G. United States Trust
            Company of New York, which is a New York State-Chartered Bank, is a
            wholly-owned direct subsidiary of UST. U.S. Trust Company, N.A.,
            which is a National Bank with headquarters in Connecticut, is a
            wholly-owned direct subsidiary of UST.

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

      2.    Check the Appropriate Box if a Member of a Group (See Instructions)

            (a)  [ ]

            (b)  [ ]

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

      3.    SEC Use Only

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

      4.    Citizenship or Place of Organization

            (a)   U.S. Trust Corporation
                  (Incorporated in New York)

            (b)   United States Trust Company of New York
                  (Incorporated in New York)

            (c)   U.S. Trust Company, N.A.
                  (National Bank with headquarters in Connecticut)

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

                  5. Sole Voting Power

    Number                  1,168,202
    of Shares     ------------------------------------------------------------
    Beneficially  6. Shared Voting Power
    Owned by                 50,800
    Each          ------------------------------------------------------------
    Reporting     7. Sole Dispositive Power
    Person                  2,416,212
                  ------------------------------------------------------------
                  8. Shared Dispositive Power

                             427,599

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

      9.    Aggregate Amount Beneficially Owned by Each Reporting Person

                                    2,843,811

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

      10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares
            (See Instructions)

            [ ]

--------------------------------------------------------------------------------
      11.   Percent of Class Represented by Amount in Row (9)

                                      6.23%

--------------------------------------------------------------------------------
      12.   Type of Reporting Person (See Instructions)

            U.S. Trust Corporation (HC)

            United States Trust Company of New York (BK)

            U.S. Trust Company, N.A. (BK)
--------------------------------------------------------------------------------

                                  Page 2 of 6


Item 1.

      (a)   Name of Issuer

                        SOTHEBY'S HOLDINGS INC.

      (b)   Address of Issuer's Principal Executive Offices

                        38500 Woodward Ave., Suite 100
                        Bloomfield Hills, MI 48303

Item 2.

      (a)   Name of Person Filing

              (a)  U.S. Trust Corporation*                   13-2927955
              (b)  United States Trust Company of New York   13-5459866
              (c)  U.S. Trust Company, N.A.                  95-4311476

            *U.S. Trust Corporation ("UST"), a Bank Holding Company, is a
             wholly-owned direct subsidiary of The Charles Schwab Corporation
             ("Schwab"), which is a publicly-traded company. Charles Schwab
             Investment Managemwnt, Inc. ("CSIM"), which is a wholly-owned
             direct subsidiary of Schwab, files separate Forms 13G. Neither UST
             nor CSIM shares any power with respect to the voting or disposition
             of securities reflected on the other's Forms 13G. United States
             Trust Company of New York, which is a New York State-Chartered
             Bank, is a wholly-owned direct subsidiary of UST. U.S. Trust
             Company, N.A., which is a National Bank with headquarters in
             Connecticut, is a wholly-owned direct subsidiary of UST.

      (b)   Address of Principal Business Office or, if none, Residence

                  114 West 47th Street
                  New York, NY  10036-1532

                                  Page 3 of 6


      (c)   Citizenship

            (a)   U.S. Trust Corporation (Incorporated in New York)

            (b)   United States Trust Company of New York (Incorporated in
                  New York)

            (c)   U.S. Trust Comapany, N.A. (National Bank with headquarters
                  in Connecticut)

      (d)   Title of Class of Securities
                    COMMON CLASS A

      (e)   CUSIP Number
              835898107

Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
        240.13d-2(b) or (c), check whether the person filing is a:

      (a)   [ ]   Broker or dealer registered under section 15 of the Act (15
                  U.S.C. 78o).

      (b)   [X]   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

      (c)   [ ]   Insurance company as defined in section 3(a)(19) of the Act
                  (15 U.S.C. 78c).

      (d)   [ ]   Investment company registered under section 8 of the
                  Investment Company Act of 1940 (15 U.S.C 80a-8).

      (e)   [ ]   An investment adviser in accordance with Section
                  240.13d-1(b)(1)(ii)(E);

      (f)   [ ]   An employee benefit plan or endowment fund in accordance with
                  Section 240.13d-1(b)(1)(ii)(F);

      (g)   [X]   A parent holding company or control person in accordance with
                  Section 240.13d-1(b)(1)(ii)(G);

      (h)   [ ]   A savings associations as defined in section 3(b) of the
                  Federal Deposit Insurance Act (12 U.S.C. 1813);

      (i)   [ ]   A church plan that is excluded from the definition of an
                  investment company under section 3(c)(14) of the Investment
                  Company Act of 1940 (15 U.S.C. 80a-3);

      (j)   [ ]   Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

      (a)   Amount beneficially owned: 2,843,811.

      (b)   Percent of class:          6.23%.

      (c)   Number of shares as to which the person has:

            (i)   Sole power to vote or to direct the vote 
                                       1,168,202.

            (ii)  Shared power to vote or to direct the vote 
                                       50,800.

            (iii) Sole power to dispose or to direct the disposition of
                                       2,416,212.

            (iv)  Shared power to disp 
                                       427,599.

Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Sec. 240.13d3(d)(1).


                                  Page 4 of 6


Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on By the Parent Holding Company or Control
        Person

Item 8. Identification and Classification of Members of the Group

            (a)     U.S. Trust Corporation*                   13-2927955

            (b)     United States Trust Company of New York   13-5459866

            (c)     U.S. Trust Company, N.A.                  95-4311476

      *U.S. Trust Corporation ("UST"), a Bank Holding Company, is a wholly-owned
       direct subsidiary of The Charles Schwab Corporation ("Schwab"), which is
       a publicly-traded company. Charles Schwab Investment Managemwnt, Inc.
       ("CSIM"), which is a wholly-owned direct subsidiary of Schwab, files
       separate Forms 13G. Neither UST nor CSIM shares any power with respect to
       the voting or disposition of securities reflected on the other's Forms
       13G. United States Trust Company of New York, which is a New York
       State-Chartered Bank, is a wholly-owned direct subsidiary of UST. U.S.
       Trust Company, N.A., which is a National Bank with headquarters in
       Connecticut, is a wholly-owned direct subsidiary of UST.

Item 9. Notice of Dissolution of Group

Item 10. Certification

      (a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are held in the ordinary course of business and were not
                  acquired and are not held for the purpose of or with the
                  effect of changing or influencing the control of the issuer of
                  the securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.

                                  Page 5 of 6


                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                          February 14, 2005
                                 -----------------------------------
                                                Date

                                          /s/ MICHAEL J. MURPHY
                                 -----------------------------------
                                               Signature

                                Authorized Agent/Senior Vice President
                          -------------------------------------------------
                                            Name/Title

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

                                  Page 6 of 6