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Mail Stop 4561          November 26, 2008  Robert S. Armstrong Chief Financial Officer Ritchie Bros. Auctioneers Incorporated 6500 River Road Richmond, British Co lumbia V6X 4G5
Canada
Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for Fiscal Year Ended December 31, 2007
Filed February 21, 2008 Form 6-K Filed October 30, 2008
 File No. 001-13425

Dear Mr. Armstrong:

We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you should revise your document in response to these comments.  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
raise additional comments.
 Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 40-F for Fiscal Year Ended December 31, 2007

General
1. You state on page 5 of Exhibit 10.1 to your  Form 40-F  that you held your first
Middle Eastern auction in 1995 and your fi rst African auction in 2003, and that
you have constructed auction facilities since 1994 in various locations around the
world including the Middle East.  In addition, we note from the Contact Us
section of your website that you have an office in Tehran, Iran.  Iran, Syria, and
Sudan, countries located in the Middle East  and Africa, are identified by the U.S.

Robert S. Armstrong
Ritchie Bros. Auctioneers Incorporated
November 26, 2008 Page 2
State Department as state sponsors of te rrorism, and are subject to U.S. economic
sanctions and export controls.  We note that your Form 40-F does not include any
disclosure regarding your contacts with Ira n, Syria, or Sudan.  Please describe to
us the nature and extent of your past, current, and anticipated business contacts
with Iran, Syria, or Sudan, whether through di rect or indirect a rrangements.  Your
response should describe in reasonable de tail any products or services you have
provided into the referenced countries, dire ctly or indirectly, and any agreements,
commercial arrangements, or other cont acts you have had with the governments
of those countries or entities controlled by those governments.
2. Please discuss the materiality of any contac ts with Iran, Syria, or Sudan described
in response to the foregoing comment, and whether those contacts would constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate
 dollar
amounts of any associated reve nues, assets, and liabilities for the last three fiscal
years and any subsequent period.  Also, addr ess materiality in terms of qualitative
factors that a reasonable i nvestor would deem important in making an investment
decision, including the potential impact of corporate activities upon a company’s
reputation and share value.  As you may be aware, various state and municipal
governments, universities and other i nvestors have proposed or adopted
divestment or similar initiatives rega rding investment in companies that do
business with U.S.-designated state spons ors of terrorism.  Your materiality
analysis should address the potential imp act of the investor sentiment evidenced
by such actions directed toward companie s that have business contacts with Iran,
Syria, or Sudan.
 Disclosure Controls and Procedures, page 2

3. We note your statement that a “control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives
of the internal control system are met.”  Pl ease revise to state cl early, if true, that
your disclosure controls and procedures are designed to  provide reasonable
assurance of achieving their objectives a nd that your principal executive officer
and principal financial officer conclude d that your disclosure controls and
procedures are effective at that reasonable  assurance level.  In the alternative,
remove the reference to the level of assurance of your disclosure controls and procedures.  Please refer to Section II.F .4 of Management’s Reports on Internal
Control Over Financial Reporting and Cer tification of Disclosure in Exchange
Act Periodic Reports, SEC Release N o. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm
>.

Also, in Exhibit 3 you provide disclosure  regarding the eff ectiveness of your
disclosure controls and procedures.  We note, however, that the discussion does not contain the complete definition of disclosure controls and procedures as

Robert S. Armstrong
Ritchie Bros. Auctioneers Incorporated
November 26, 2008 Page 3
provided in Exchange Act Rule 13a-15(e).  In addition, as with the disclosure in
the Form 40-F, you indicate that your cont rol system can only provide reasonable
assurance that its objectives are met, but you do not state th at your principal
executive officer and principal financial officer concluded th at your disclosure
controls and procedures are effective at th e reasonable assurance level.  Please tell
us if you have considered revising the disc losure in Exhibit 3 to conform to the
disclosure in the Form 40-F.

Exhibit 2.  Consolidated Financial Statements

Footnote 9.  Commitments and Contingencies

(b) Contingencies, page 20
4. We note your statement that no liability has been recorded in your financial
statements with respect to contracts for which you guarantee a minimum level of
proceeds to the consignor.  Please clarif y for us why no liability is recorded.
Refer to authoritative accoun ting literature as appropriate.
 Form 6-K Filed October 30, 2008

 Part 1.  Financial Information

 Item 1.  Financial Statements

 Consolidated Balance Sheets, page 4

5. It appears that your “days sales outstanding” based on gross transaction volume increased significantly at September 30, 2008 as compared to December 31, 2007.
Please explain to us, in reasonable detail, the reasons for this apparent increase.
As part of your response, please descri be any changes in payment terms or
collection policies and practices and tell  us how you have considered providing
disclosure regarding th is trend in your MD&A.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

Robert S. Armstrong
Ritchie Bros. Auctioneers Incorporated November 26, 2008 Page 4
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Mark Sh annon, Staff Accountant, at  (202) 551-3299 if you have
any questions regarding comments on the fina ncial statements and related matters.
Please address questions rega rding all other comments to  Matthew Crispino, Staff
Attorney, at (202) 551-3456 or Barbara C. J acobs, Assistant Direct or at (202) 551-3735.
If you need further assistance, you may contact me at (202) 551-3735.

       S i n c e r e l y ,           Mark Kronforst
        A c c o u n t i n g  B r a n c h  C h i e f