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SEC Response Letter Dated January 23, 2009

    Ritchie Bros. Auctioneers Incorporated

6500 River Road, Richmond, BC, Canada V6X 4G5

    Tel: 604-273-7564 • Fax: 604-273-2405

January 23, 2009

VIA EDGAR

Mr. Mark Kronforst

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Kronforst:

    Re:

    Ritchie Bros. Auctioneers Incorporated

    Form 40-F for the Fiscal Year Ended December 31, 2007

    Filed February 21, 2008

    Form 6-K Filed October 30, 2008

    File No. 001-13425

This letter is written in response to the comments included in your letter dated November 26, 2008
regarding your review of our Form 40-F and Form 6-K filings referenced above. We have included
your original comments in bold text below for your convenience. References in this letter to “we”,
“our” or “us” are to Ritchie Bros. Auctioneers Incorporated and its subsidiaries.

We also acknowledge that:

    •

    we are responsible for the adequacy and accuracy of the disclosure in our SEC filings;

    •

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

    •

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

Comments and Responses for 2007 Form 40-F

    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 first 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

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    identified by the U.S. State Department as state sponsors
of terrorism, 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 Iran, 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 direct or indirect
arrangements. Your response should describe in reasonable detail any products or services
you have provided into the referenced countries, directly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had with the governments of those
countries or entities controlled by those governments.

    Ritchie Bros. Auctioneers Incorporated (“RBA Parent”) is a company amalgamated under the
Canadian Business Corporations Act with its headquarters in Vancouver, B.C. The company’s
common shares are listed on both the Toronto and New York Stock Exchanges. Ritchie Bros.
sells, through unreserved public auctions, a broad range of industrial assets, including
equipment, trucks and other assets used in the construction, transportation, mining,
forestry, petroleum, material handling, marine, real estate and agricultural industries.

    Ritchie Bros. conducts business in the United States exclusively through an indirect,
wholly-owned subsidiary of RBA Parent, Ritchie Bros. Auctioneers (America) Inc. (“RBA
America”). Both RBA America and its immediate parent company, Ritchie Bros. Holdings Inc.
(“RBA Holdings U.S.”), are companies incorporated under the laws of the State of Washington.
RBA Holdings U.S. also has a wholly-owned Mexican subsidiary.

    Given our U.S. operations, we are aware of existing U.S. economic sanctions, including those
imposed by the Office of Foreign Assets Controls (“OFAC”), and have previously consulted
with outside U.S. counsel on these matters.

    For U.S. and Mexico auctions, we have procedures in place designed to ensure that no person
or entity located in, or a national of, any sanctioned country is permitted to consign
equipment for sale at auctions conducted by any of our U.S. entities or their subsidiaries
or to register to bid or otherwise participate at any such auction.

    In addition, regardless of the jurisdiction in which we hold an auction, whether within the
United States or abroad, or the nationality of our operating company conducting the auction,
we have implemented procedures designed to ensure that none of our operating entities
conducts business with any prohibited person or entity on the Specially Designated Nationals
(“SDN”) list maintained by OFAC and other U.S. export control prohibited parties lists.
Under our procedures, a designated individual from our Customer Service Group is responsible
for ensuring that, prior to entering into any transaction, all parties to the transaction
are screened against such lists. If there is a “hit,” the party is entered into our

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    database with a special “HOLD status” designation, which means that we do not engage in any
transactions with such party. This includes preventing that party from consigning equipment
to us as well as preventing that party from registering or participating as a bidder in any
auction sale.

    With the exception of our U.S. and Mexican operations, we have structured our other global
business operations so that none are conducted or directed by any “U.S. persons” as defined
under the OFAC regulations for Iran, Sudan and Syria. More specifically, outside of the
United States and Mexico, our global operations are carried out by individual operating
companies which, in most cases, are incorporated under the laws of the local jurisdiction in
which they operate. All of such operating companies are either direct or indirect
wholly-owned subsidiaries of Ritchie Bros. Holdings Ltd. (“RBA Holdings Canada”), a company
amalgamated under the Canadian Business Corporations Act. RBA Holdings Canada, in turn, is
a wholly-owned subsidiary of RBA Parent.

    Ritchie Bros. Auctioneers (ME) Limited, a subsidiary incorporated under the laws of Cyprus
(“RB Dubai”), has for the past four years maintained a limited presence in Tehran, Iran, as
described below. Our understanding of the OFAC regulations applicable to Iran is that,
among other things, they prohibit a “United States person” from exporting or importing goods
or services from or to Iran, or facilitating such activities without a license from OFAC.
See, e.g., 31 CFR §§ 560.201, 560.204, 560.208. We understand that the OFAC
regulations pertaining to Sudan and Syria are similar to the OFAC Iranian regulations with
respect to their applicability to U.S. persons. See, e.g., 31 CFR §§
538.204-538.209, 538.315; 31 CFR §§ 542.201, 542.312.

    We have never conducted an auction in Iran, Sudan or Syria nor have we maintained any formal
“office” in these countries. During the past four years, we have employed one sales person
in Iran who works from his home and whose primary role has been to locate equipment for
consignment to be sold at one of our auction sites. This individual is employed by RB
Dubai, which is the operating company through which we conduct auctions at our auction
facility in Dubai. RB Dubai is an indirect, wholly-owned subsidiary of RB Holdings Canada.
None of our U.S. operations have been involved in any transactions involving Iran,
including, without limitation, consignments or auctions relating to Iran.

    From time to time, certain of our non-U.S. operating companies have in the past received
consignments of industrial equipment from parties who are citizens or residents of Iran,
Syria or Sudan. Similarly, citizens or residents of such countries have in the past
participated as bidders at such non-U.S. auctions and, on occasion, purchased equipment at
such auctions. Consignments and purchases from persons in such countries have been
immaterial in terms of our overall business, as discussed in our response to Comment No. 2,
below. To our knowledge, we have

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    not been engaged in any transactions with any government
agency from such countries or any entity controlled by those governments.

    In addition to the internal controls described above, we have maintained a policy of not
allowing any “U.S. persons” to be employed by any of our non-US operations in a manner where
they could somehow be perceived as “facilitating” transactions involving Iran, Syria or
Sudan. Our global employee list is reviewed on a periodic basis to ensure compliance with
this policy.

    During the course of preparing our response to the current SEC inquiry, we accelerated our
periodic compliance review and discovered that, in May 2008, RB Dubai had inadvertently
hired a U.S. citizen in a local operations role. We have taken immediate steps to rectify
this situation. Given the immaterial historic volume of both consignments and purchases
involving parties that are resident in Iran, Syria or Sudan, and our further desire to
ensure there is no future inadvertent violation of any U.S. export control regulations, we
have decided to immediately discontinue any further business transactions involving parties
resident in Iran, Syria or Sudan by all of our operating entities worldwide.

    Effective as of January 23, 2009, no person that is resident in any U.S. embargoed country
shall be permitted to consign equipment to, or register as a bidder at, any Ritchie Bros.
auction worldwide. Our existing compliance systems have been modified to extend to all of
our global operations the controls that were previously implemented for our U.S. and Mexico
operations as described above. Further, we have discontinued our limited presence in Iran
and are relocating the employee that was formerly stationed there.

    We do not anticipate conducting any future business with parties that are resident in Iran,
Syria or Sudan unless and until such time as the current U.S. embargo on such countries is
lifted.

    2)

    Please discuss the materiality of any contacts 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 revenues, assets and
liabilities for the last three fiscal years and any subsequent period. Also, address materiality
in terms of qualitative factors that a reasonable investor 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 investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designated state sponsors of terrorism.
Your materiality analysis should address the

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    potential impact of the investor sentiment
evidenced by such actions directed toward companies that have business contacts with Iran,
Syria, or Sudan.

    We do not consider our historical contacts with Iran, Syria or Sudan to be material or to
constitute a material investment risk for security holders.

    For the years ended December 31, 2005, 2006 and 2007 and for the eleven months ended
November 30, 2008, we obtained aggregate consignments (from sellers) within a range of
approximately 0.03% to 0.09% and aggregate gross auction proceeds within a range of
approximately 0.11% to 0.27% from purchases by individuals and entities in Iran, Syria and
Sudan. Thus, the aggregate level of activity has been substantially less than 1%. In
addition, we have had no assets or liabilities in any of those countries.

    Given that our activities in these countries have been de minimis and have not
violated U.S. law, we do not believe that these activities have had any material impact on
our operations, reputation or shareholder value. Therefore, we do not believe that
disclosure of these activities was warranted in our SEC filings. As described in our
response to Comment No. 1 above, effective as of January 23, 2009, we have modified our
compliance controls to discontinue conducting any further business transactions involving
residents of Iran, Syria and Sudan (along with other U.S. embargoed countries).
Accordingly, we do not believe there is anything further to be disclosed to investors in
connection with this matter.

    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.” Please revise to state clearly, if true, that your disclosure controls and
procedures are designed to provide reasonable assurance of achieving their objectives and that
your principal executive officer and principal financial officer concluded 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 Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 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 effectiveness of your disclosure
controls and procedures. We note, however, that the discussion does not contain the
complete definition of disclosure controls and procedures as provided in Exchange Act Rule
13a-15(e). In addition, as with disclosure in the Form 40-F, you indicate that your control
system can only provide reasonable assurance that its objectives are met, but you do not
state that your principal executive officer and principal financial officer concluded that

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    your disclosure controls and procedures are effective at the reasonable assurance level.
Please tell us if you have considered revising the disclosure in Exhibit 3 to conform to the
disclosure in the Form 40-F.

    In future Form 40-F filings, we will (a) revise the disclosure under the heading “Disclosure
Controls and Procedures” to state that our disclosure controls and procedures are designed
to provide reasonable assurance of achieving their objectives and that our principal
executive officer and principal financial officer have concluded that our disclosure
controls and procedures are effective at that reasonable assurance level and (b) include the
complete definition of disclosure controls and procedures as provided in Exchange Act Rule
13a-15(e). We also will remove the remaining disclosure related to the assurance level and
revise the disclosure under the heading “Disclosure Controls and Procedures” in Exhibit 3 to
conform to the disclosure in the Form 40-F, as it will be revised as described above.

    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 clarify for us why no liability is recorded. Refer to authoritative accounting
literature as appropriate.

    In certain situations we will guarantee a minimum level of proceeds to a consignor and earn
a commission on the actual auction proceeds achieved from the sale of the underlying assets
at our auction. The commission rate is negotiated in advance of the sale. These consigned
assets are sold on an unreserved basis in the same manner as other consignments and are
consigned for a specific auction (i.e.