Exhibit 10.1

FIRST AMENDMENT TO 

  SOTHEBY'S AMENDED AND RESTATED 

  RESTRICTED STOCK PLAN 


          THIS FIRST AMENDMENT to the Sotheby's Amended and Restated Restricted Stock Plan ("First Amendment"), dated the 28th day of July, 2006, is adopted by Sotheby's, a Delaware corporation (the "Corporation"). 


 RECITALS: 


           A.           The Sotheby’s Amended and Restated Restricted Stock Plan (the “Plan”) was adopted by the Compensation Committee of the Board of Directors of the Corporation in March, 2006 and approved by the shareholders
of the Corporation at the Corporation’s 2006 Annual Meeting of Shareholders on May 8, 2006. 


           B.           Pursuant to Section 8.1 of the Plan, the Corporation has the authority to amend the Plan.  The Corporation desires to and does hereby amend the Plan, as hereinafter set forth, to authorize the grant of Restricted Stock
Entitlements under the Plan to certain non-U.S. employees where the grant of Restricted Stock would result in adverse tax consequences under non-U.S. tax law. 


           NOW, THEREFORE, the Plan is hereby amended as follows: 


           1.           Section 2.28 of the Plan is amended in its entirety by substituting the following: 


  “2.28 Restricted Stock and
        Restricted Stock Entitlements. Restricted
        Stock means those shares of Common Stock made the subject of any Award
        granted pursuant to the Plan. Restricted Stock Entitlements means an
        award of Restricted Stock Entitlements, rather than Restricted Stock,
        is made under the Plan to certain non-U.S. employees for tax reasons.
        Restricted Stock Entitlements are described in Section 6.5. ” 



1 









          2.           A new Section 6.5 of the Plan is added as follows: 


  “6.5 Restricted Stock Entitlements. The
      Compensation Committee may cause the Corporation to award Restricted Stock
      Entitlements in lieu of a grant of shares of Restricted Stock to certain
      non-U.S. employees where the grant of Restricted Stock would result in
      adverse tax consequences to such non-U.S. employees. Restricted Stock Entitlements
      entitle holders to call, without payment, for the relevant number of shares
      of Common Stock at the applicable vesting date. Non-U.S. employees who
      are awarded Restricted Stock Entitlements are deemed to have called for
      these shares of Common Stock that vest on the applicable vesting date determined
      under Section 7.3 and as set forth in such participant’s Restricted
      Stock Entitlement Agreement. Restricted Stock Entitlements shall be subject
      to all of the same terms and conditions of the Plan as Restricted Stock;
      provided, however, that voting and dividend rights under Section 6.4 do
      not apply to Restricted Stock Entitlements. Accordingly, all references
      in this Plan to Restricted Stock also include Restricted Stock Entitlements
      with the exception of Section 6.4 as noted above. Once the applicable vesting
      date has occurred and any other restriction has lapsed, the Restricted
      Stock Entitlement is exchanged for an equivalent number of shares of Common
      Stock.”




          3.           The effective date of this Amendment is July 28, 2006 


          IN WITNESS WHEREOF, this Amendment is hereby executed as of the day and year first above written. 

 


  	
        SOTHEBY'S  
	 	 

  
	By: 	/s/ Susan Alexander
	 	 
	Its: 	 EVP,
      Worldwide Head of HR                    



  




2