SecProbe.io

December 13, 2012

Via E -mail
Robert A. McLeod
Chief Financial Officer
Ritchie Bros. Auctioneers Incorporated
9500 Glenlyon Parkway
Burnaby, B .C. Canada  V5J 0C6

Re: Ritchie Bros. Auctioneers Incorporated
 Form 40-F for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
File No. 001 -13425

Dear Mr. McLeod :

We have reviewed your filing an d have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Disclosure C ontrols and Procedures, page 2
1. We note that your effectiveness conclusion as of December 31, 2011 is stated in terms
that are more limited in scope than the definition of “disclosure controls and procedures”
as set forth in Exchange Act Rule 13a -15(e).  Ho wever, we also note in Exhibit 3 on page
3-29 that your effectiveness conclusion appropriately includes the full definition of
“disclosure controls and procedures.”  In future filings, to the extent you include a
definition of disclosure controls and proce dures in your effectiveness conclusions, please
include the entire definition as set forth in Exchange Act Rule 13a -15(e) .

Robert A. McLeod
Ritchie Bros. Auctioneers Incorporated
December 13, 2012
Page 2

 Exhibit No. 2 Consolidated Financial Statements for the Years Ended December 31, 2011 and
2010

Note  2.  Significant accounting p olicies

General
2. We note that during the second half of 2011, you established Ritchie Bros. Financial
Services (“RBFS”), a new entity in which you have a 51% interest.  We note that RBFS
arranges, through third party lenders, financing options for your cus tomers to purchase
equipment at your auctions in the U.S. and Canada.  Please provide us with further details
regarding your ownership interest in RBFS and the associated arrangement with the other
parties involved.  Additionally, please discuss the method  you are using to recognize this
interest in your consolidated financial statements and the authoritative accounting
literature relied on.  For example, clarify whether this is considered a jointly controlled
entity as discussed in IAS 31.  If so, provide us with your analysis pursuant to IAS 31 and
confirm that future filings will provide the applicable disclosures called for by the
relevant standard.

(d) Revenue recognition, page 2 -12
3. We note you launched a range of value -added services on July 1, 2011, including
equipment financing and  powertrain service warranties in the U.S. and Canada and
insurance services  in Canada, the U.S. and Europe .  Please tell us more about the nature
of each of these services.  Additionally, please discuss how you recognize r evenue related
to these services, including the roles of third party partners, as applicable.  Refer to the
authoritative accounting literature relied upon.  Please note that your disclosures in future
filings should be revised accordingly.

Note 5.  Aucti on revenues, page 2 -20
4. We note your disclosure of the allocation of revenue between auction commissions and
auction fees.  Please tell us what consideration was given to separately disclosing the
amount of revenue derived from inventory contracts.  In this  regard, we refer to
paragraph 35(b) of IAS 18 which requires separate disclosure of the amount of revenue
arising from the sale of goods and the rendering of services.  Please tell us how your
disclosures comply in this regard.

Note 22.   Share -based paym ent, page 2 -33
5. We note your disclosures regarding the stock option plan here and in footnote 2(m).
Please tell us what consideration was given to disclosing the vesting requirements of the
stock option awards pursuant to paragraph 45(a) of IFRS 2 and for share options

Robert A. McLeod
Ritchie Bros. Auctioneers Incorporated
December 13, 2012
Page 3

 exercised during the period, the weighted average share price at the date of exercise
pursuant to paragraph 45(c) of IFRS 2.  Please revise your disclosures in future filings
accordingly.

We urge all persons who are responsible for the accur acy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 provide  a written 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.

You may contact Jennifer Fugario, Staff Accountant , at (202) 551 -3482  if you have
questions regarding comments on the  financial statements and re lated matters.  Please contact me
at (202) 551 -3406  with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief