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November 5, 2004

Mail Stop 0409

Mr. Larry Crawford
Chief Financial Officer
Greg Manning Auctions, Inc.
775 Passaic Avenue West
Caldwell, NJ 07006

Re:	Greg Manning Auctions, Inc.
	Form 10-K for the year ended June 30, 2004
	File No. 1-11988

Dear Mr. Crawford:

We have reviewed your filing and have the following comments.  We
have limited our review to Selected Financial Data, Management`s
Discussion and Analysis and the Financial Statements and will make no
further review of your documents.  As such, all persons who are
responsible for the adequacy and accuracy of the disclosure are urged
to be certain that they have included all information required
pursuant to the Securities Exchange Act of 1934.

Where indicated, we think you should revise your document in response
to these comments in future filings.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.
	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

Form 10-K filed September 10, 2004

Item 7. Management`s Discussion and Analysis of Financial Condition
and Results of Operations, page 14

General, page 14

1. Please expand your disclosure in future filings related to the
arrangement and transactions with Afinsa to include the information
required by FR-61 about the effects of transactions with related
parties.  For example, discuss how the arrangements with Afinsa
differ from those that would likely be negotiated with clearly
independent parties.  Describe the elements of the transactions that
are necessary for an understanding of the transactions` business
purpose and economic substance.  Disclose how the transaction prices
were determined.  Disclose any ongoing contractual or other
commitments as a result of the arrangement.

Critical Accounting Policies, pages 23 - 25

2. Please note that the disclosure in the MD&A related to your
critical accounting policies should enhance and supplement the
description of the accounting policies in the Notes to the
Consolidated Financial Statements, and is not intended to be a
duplication of the disclosure included in the Notes.  Please revise
your disclosure in future filings to present the Company`s analysis
of the uncertainties involved in applying an accounting principle at
a given time or the variability that is reasonably like to result
from its application over time.  The revised disclosure should
include such items as how you arrived at the estimate, how accurate
your assumptions have been in the past, and any other disclosures
related to the estimates and assumptions involved in the application
of generally accepted accounting principles that impact your reported
financial condition and operating performance, or the comparability
of reported information over different reporting periods.  For
example, disclose the assumptions, etc. that resulted in an increase
in your bad debt expense for the year ended June 30, 2004, compared
to the year ended 2003.  Please refer to the guidance in FR-72.

Safe Harbor Statement, page 26

3. Please revise your Safe Harbor Statement in future filings to only
reflect "forward-looking" statements in accordance with Section 21
(E) of the Securities Exchange Act of 1934.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk,
page 29

4. We note: (1) that you have 55 employees located in Europe, or
approximately 39% of your total employees, (2) that you disclose your
accounting policy related to foreign currency translation and
transactions in your financial statements, (3) that 55% of your
revenues earned during the year ended June 30, 2004 were earned from
your foreign operations, and that (4) 56% of your property and
equipment is located in countries other than the U.S.  Are these
foreign operations not material to your business?  Please confirm to
us that you determined that your market risk exposures (e.g., foreign
currency exchange rate risk, etc.) were not material as to require
the quantitative and qualitative disclosures specified by Item 305 of
Regulation S-K, and that your determination was made in accordance
with the guidance included in "Questions and Answers About the New
Market Risk Disclosure Rules" issued in July 1997.  Also, in future
filings, and supplementally to us, please clarify the last sentence
in the first paragraph where you state that your business is operated
(emphasis added) primarily in the U.S.

Notes to Consolidated Financial Statements, page 37

(1) Description of Business and Summary of Significant Accounting
Policies

Concentration of Credit Risk, page 38

5. We note from the last paragraph of this policy, that certain
assets held by the Company are collateral for the receivables
resulting from the Company`s sale of its inventory with payment terms
up to 12 months.  Do you recognize both the receivable and the asset
that is collateral for the receivable in your balance sheet?  If so,
please describe these transactions to us and support your policy, or
revise your disclosure in future filings for clarity.  Or is the sold
inventory collateral for the related receivable until such time as
payment is received?  If so, please advise us when you recognize
revenue from these transactions, and support your policy.

Inventories, page 39

6. Since you account for inventories using the specific
identification method, please advise us why, on certain items, you
estimate write-downs of inventory based on a percentage of the
inventory aging by category type.  Include support for using this
method.

7. Please advise us, and disclose in future filings, how you account
for inventories that the Company holds for a period in excess of one
year, and if your policy is to measure and recognize impairment of
these inventory items in accordance with SFAS 144.

8. Please advise us, and disclose in future filings, the method used
to account for transactions where the Company has agreements with
certain suppliers to share the net profits or losses attributable to
the sale of specific items of inventory.  Do you report the profits
or losses allocated to the supplier as increases to, or reductions
in, revenue or cost of merchandise sold?  Support your policy.

Segment Information, page 44

9. Please advise us how you determined that you had met the
aggregation criteria and quantitative thresholds of SFAS 131 in order
to disclose that you operate principally in one segment.

As appropriate, please respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
furnish a cover letter with your proposed revisions that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filing reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Monica Brame, Staff Accountant, at (202) 824-5492 or
me at (202) 942-2956 with any other questions.

						Sincerely,

Deborah A. Wilson
Staff Accountant
Greg Manning Auctions, Inc.
November 5, 2004
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