SecProbe.io

September 9, 2010

Mr. Jeremy Black Corporate Secretary Ritchie Bros. Auctioneers Incorporated 9500 Glenlyon Parkway Burnaby, BC, Canada V5JOC6
Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for the Fiscal Year Ended December 31, 2009
Filed March 4, 2010 File No. 001-13425

Dear Mr. Black:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 40-F for the Fiscal Year Ended December 31, 2009

 Exhibit No. 2

 Note 1. Significant Accounting Policies

 (l) Stock-Based Co mpensation, page 10

1. We note your disclosure that you measure stoc k options granted to employees using the
Black-Scholes option pricing model.  Tell us how you considered the disclosures requirements under ASC 718-10-50-2(f)(2) to incl ude a description of the methods used
in determining the significant assumptions used to estimate the fair value of your stock-
based compensation awards.

 Mr. Jeremy Black  Ritchie Bros. Auctioneers Incorporated September 9, 2010 Page 2   Exhibit No. 3

 Disclosure Controls and Procedures, page 2

2. We note your disclosure that your principa l executive officer and principal financial
officer concluded that disclosure  controls and procedures “wer e effective as of that date
to provide reasonable assurance that informa tion required to be disclosed by us in the
reports that we file or submit is accumu lated and communicated to our management,
including our principal executive and principa l financial officers, or persons performing
similar functions, as appropriate to allow timel y decisions regarding required disclosure.”
Please confirm to us, and revise future filings to clarify, if true, that your officers concluded that your disclosure controls and procedures are al so effective to ensure that
information required to be disclosed in the reports that you file or submit under the Exchange Act is recorded, processed, summa rized and reported, with in the time periods
specified in the Commission's rules and forms.   Please refer to Exchange Act Rule 13a-
15(e).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

 Mr. Jeremy Black  Ritchie Bros. Auctioneers Incorporated September 9, 2010 Page 3
You may contact David Edgar,  Staff Accountant at (202) 551-3459 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202)
551-3406 with any other questions.
Sincerely,

Patrick Gilmore Accounting Branch Chief