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Sec Letter

 April 14, 2005

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington DC, 20549

 Attention: Kevin W. Vaughn

 Mail Stop: 0408

RE:

International Assets Holding Corporation

Form 10-KSB for the Year Ended September 30, 2004

Form 10-QSB for the Period Ended December 31, 2004

Form 8-K, as Amended, on July 9, 2004

File Number 0-23554

 Ladies and Gentlemen:

 This letter is provided to the staff of the Securities and Exchange
Commission (the “Commission”) on behalf of International Assets Holding Corporation (the “Company”), in response to the staff’s letter of March 18, 2005 regarding the Company’s Form 10-KSB for the fiscal year ended
September 30, 2004 (the “2004 Form 10-KSB”), the Company’s Form 10-QSB for the quarter ended December 31, 2004 (the “First Quarter Form 10-QSB”) and the Company’s Form 8-K/A dated July 9, 2004 (the “Form
8-K/A”).

 Set forth below in italics are each of the
comments contained in the staff’s letter, together with the Company’s responses. These items are set forth in the order in which they appear in the staff’s letter. The Company proposes to make the revisions noted below in future
filings of its Form 10-KSB and Forms 10-QSB, as appropriate.

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 Form 10-KSB for the Year Ended September 30, 2004:

 Risks Affecting the Company’s Business

 Dependence on a Limited Group of Customers – page 12

1.
Please revise to quantifiably illustrate how a significant portion of your revenues earned are concentrated in a small number of customers. In addition, quantify any
concentrations in credit or counterparty risk arising from financial instruments.

 Response:

 The Company principally acts as a dealer in its equity, debt, foreign exchange and commodities trading businesses. The Company’s revenues and profits
from its dealer activities depend on a combination of transactions with different customers as well as market price movements which affect the value of the positions held by the Company. As a result, it is impossible for the Company to quantify the
revenue generated by each customer.

 In the Company’s
business, purchases of individual securities, currencies, commodities or commodities options may be from single or multiple customers or counter-parties. They may be covered by a matching sale to a customer or counter-party or may be aggregated with
other purchases to provide liquidity intra-day, for a number of days or, in some cases, even longer periods of time (during which periods market values may fluctuate). Sales of individual securities, currencies, commodities or commodities options
may also be from single or multiple customers or counter-parties. They may be made from inventory, they may be covered by a simultaneous and matching purchase in the market or they may represent a short sale and be covered by a later purchase in the
market.

 While the Company is able to track the number and
dollar amount of individual transactions with each customer, this information is not a reliable indicator of revenues because it is not necessarily proportional to revenues or profitability. Depending on the nature of the instrument traded, market
conditions and timing of a transaction, revenues and profitability may differ widely from trade to trade and from customer to customer.

 The Company does not rely on dollar and trading volumes by customer in managing its business. Indeed, management believes that dollar and trading volumes
would be misleading to investors.

 To address the staff’s
comment regarding the concentration of revenues in a small number of customers, the Company proposes to make two sets of changes to its disclosure, as follows:

•

The Company proposes to add a new section entitled “Trading Revenues” in Item 1 - Business. This section would consist of a summary of the information provided above. The
language of the proposed new section is set forth in Appendix 1A to this letter.

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•

The Company also proposes to modify the risk factor entitled “Dependence on a Limited Group of Customers” to explain that the Company’s conclusions regarding the
concentration of its business are based on observation of its business, rather than any quantified amounts. The proposed changes are set forth in Appendix 1B to this letter.

 To address the staff’s comment regarding concentration of credit and counterparty risk, the Company proposes to make
three sets of changes, as follows:

•

The Company proposes to modify the risk factor entitled “Unexpected Losses due to Counterparty Failures and Credit Concentration Risks Associated With Our Clearing Brokers and
Custodians.” The proposed revisions are reflected in Appendix 1C to this letter.

•

The Company also proposes to modify Note (18) to Financial Statements to address credit risk. The proposed changes to Note (18) are set forth in Appendix 1D.

•

The Company proposes to add a brief description of its risk policy in Item 1 – Business of its Form 10-KSB under the heading “Risk Policy.” In this connection, the
Company has previously adopted a formal risk policy which evaluates and reviews the weighted risk of each asset held by the Company, taking into account the nominal value and the potential for loss, which in turn is affected by liquidity, volatility
and inherent creditworthiness of the issuer. The proposed description is set forth in Appendix 1E to this letter.

 Item 3 – Legal Proceedings – page 13

2.
Please revise to discuss the potential for legal proceedings that may arise in the normal course of business, and disclose your opinion as to whether you expect the outcome of
such matters to have a material impact on your financial condition, results of operations or cash flows.

 Response:

 Since the Company sold its retail brokerage business in December 2001, the Company has not been routinely subject to litigation in the normal course of
its business. As such, the Company does not currently believe that such litigation is likely to occur in the future or to have a material adverse impact on the Company.

 In response to the staff’s comment, the Company proposes to revise Item 3 in its next Form 10-KSB to include a
statement to this effect. The proposed language is set forth in Appendix 2 to this letter.

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 Fiscal Year 2004 Compared to Fiscal Year 2005 – Page 18

3.
We note throughout your analysis of your results of operations that you identify multiple factors that have contributed to changes from period to period without quantifying the
effect of each factor on the changes and discussing related trends on future operations. For example, you cite numerous factors attributing to the significant increase in trading revenue such as improved market conditions, the successful development
of wholesale client relationships and expansion in foreign exchange/commodities trading, but you do not quantify the impact of these factors. Please revise to expand your discussion of the factors that contribute to the changes between all periods
to clearly quantify each of the causes cited. In additional, please discuss recent trends in your operating results and whether you expect these trends to continue. You may find it helpful to refer to Release No. 33-8350.

 Response:

 In preparing Item 6 of its 2004 Form 10-KSB (“MD&A”), the
Company attempted to provide the same qualitative and quantitative analysis which is utilized by management to evaluate and direct the Company’s business. In this connection, the Company’s management does not quantify the impact of the
factors which have affected the Company’s results of operations, and for the reasons discussed below, the Company does not believe that it would be able to do so.

 The Company’s business strategy is to focus on opportunities in niche financial markets not covered by larger financial
institutions. Consequently, there is very little industry information that is pertinent or used by management in analyzing its businesses.

 As a financial intermediary in these niche businesses, the Company’s primary focus is to recruit experienced individuals who bring with them
knowledge and relationships in these businesses and to ensure that costs are linked to revenues to limit the possibility of losses. Management evaluates the profitability of each area before and after direct trading and compensation costs and
periodically reviews the net contribution made relative to committed capital resources. The quantitative information set forth in the Company’s internal management reports consists almost entirely in the revenue and net contribution amounts
disclosed in MD&A in the 2004 Form 10-KSB and Note 27 of the Consolidated Financial Statements.

 In conclusion, the Company believes that due to the nature of its business, it is not possible to quantify, in an accurate manner, the various factors
that have affected the Company’s revenues and net income on a historical basis. Management has identified these factors on the basis of management’s observation of the markets in which the Company operates.

 The Company has noted in MD&A that the revenues and net income from each
of its businesses are highly volatile and are affected by a variety of factors which are both outside of management’s control and not readily predictable. Although these factors can be identified on a historical basis, the Company does not
believe that it can make any meaningful or accurate statements regarding whether these factors will affect the Company’s business in the future.

 4

 To address the staff’s comments, the Company proposes to modify Item 1 of its next Form 10-KSB to
expand the discussion of the Company’s “Business Strategy” section in Item 1 - Business to include information regarding the foregoing. The proposed changes to the “Business Strategy” section are set forth in Appendix 3A to
this letter.

 The Company also proposes to expand the
discussion of its results of operations in MD&A to include a table which reflects net contribution by each business activity, and a discussion of the factors affecting net contribution by each activity. The proposed changes are set forth in
Appendix 3B to this letter.

 Finally, the Company proposes to
modify MD&A to affirmatively state that the Company is unable to predict whether any of the cited factors will continue to have an impact on the Company’s business in the future. These changes are also reflected in Appendix 3B.

4.
In light of the significant difference in the relative profitability of your reportable segments, please revise to provide an expanded discussion of the results of each of your
operating segments. Quantify and discuss the components of net operating income for each segment, and discuss any known trends or uncertainties that have, or are reasonably likely to have, a material impact on your segment operating results. Your
current disclosures appear overly abbreviated.

 Response:

 The Company’s management
utilizes the net contribution of each of Company’s business segments in evaluating and managing the Company’s activities. Accordingly, the Company proposes to amend its MD&A to include a table reflecting the net contribution of each
business activity and a discussion of such net contribution. The proposed changes are reflected in Appendix 3B.

 The Company’s accounting system does not allocate expenses by business segment, other than the expense items reflected in net contribution. As a
result, the Company does not calculate net operating income for each business segment or discuss net operating income by business segment. As noted above, the Company does not utilize such information in managing its business.

 As discussed in the response to Item 3 above, the Company is not aware of any
known trends or contingencies which are not discussed in its Form 10-KSB, which are likely to have a material impact on the Company’s financial condition or results of operations. In response to the staff’s comment on this issue, the
Company proposes to include a statement to this effect in the MD&A. (See Appendix 3B).

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5.
Please revise to describe and quantify the impact of your acquisition of the foreign exchange business of Global Currencies Limited on your operating results, liquidity and cash
flows.

 Response:

 The Company proposes to add a new section to MD&A entitled
“Acquisition of Foreign Exchange Business of Global Currencies Limited” which would describes in greater detail the Company’s acquisition of Global and its impact on the Company. The proposed section is set forth in Appendix 5.

 The Company notes that the proposed description largely
consists of information which was already included in the Company’s 2004 Form 10-KSB. In this connection, the terms of the acquisition were discussed in “Liquidity and Capital Resources” in MD&A and Note 6 to the Company’s
Consolidated Financial Statements.

 Certain Critical Accounting Policies
– page 23

6.
Please provide an expanded discussion of your critical accounting policies. Refer to Section V of Release No. 33-8350 and revise this section to address the following for each
critical accounting policy:

•

Specifically identify why each policy is considered critical by management.

•

Discuss why you could have selected estimates in the current period that would have had a materially different impact on your financial presentation.

•

Discuss why your accounting estimates bear the risk of change and describe the potential impact on your financial statements.

•

Discuss how accurate your estimates and assumptions have been in the past and how much they have changed in the past.

•

Include quantitative disclosure of your sensitivity to change based on other outcomes that are reasonably likely to occur and that would have a material effect on the
company.

 Response:

 The Company proposes to amend its next Form 10-KSB to include an expanded
discussion of the Company’s critical accounting policies. The proposed changes are reflected in Appendix 6 to this letter.

 The Company believes that the revised section addresses all of the items noted by the staff, other than the quantitative disclosure of “sensitivity
to change based on other outcomes that

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 are reasonably likely to occur and that would have a material effect on the company.” The Company does not believe
that other potential estimates that might reasonably be made by management would have any material effect on the valuation of the assets or liabilities of the Company. The Company makes limited use of estimates and assumptions in the valuation of
assets and liabilities of the Company because substantially all assets are valued on the basis of published market prices.

 Off Balance Sheet Arrangements – page 24

7.
We note that you are party to certain financial instruments with off-balance sheet risk in the normal course of business. Please revise to discuss your use of derivative
financial instruments, if any, and describe the nature and purpose of these derivatives and other hedging strategies. Quantify the notional and fair value of your derivative contracts by type and purpose.

 Response:

 The Company proposes to revise its discussion of Off Balance Sheet
Arrangements in MD&A to address in greater detail the Company’s use of derivative financial instruments and to quantify their market values. The proposed revisions are set forth in Appendix 7A to this letter.

 The Company also proposes to add a new section to MD&A entitled
“Quantitative and Qualitative Disclosures about Market Risk.” The proposed section is set forth in Appendix 7B.

 In considering the foregoing description of the Company’s use of derivative instruments, please note the following:

•

Section 7.02 of the AICPA’s audit guide to Brokers and Dealers in Securities states, “A broker-dealer accounts for inventory and derivative positions (such as futures,
forwards, swaps, and options) at fair value.” The Company reports its derivative positions on this basis.

•

Section 7.42 of the audit guide stat