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corresp

February 24, 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

File No. 001-13425

This letter is written in response to the comments included in your letter dated February 11, 2009
regarding your review of our Form 40-F filing 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 in your response to prior comment number 1 that your Dubai-based subsidiary,
Ritchie Bros. Auctioneers (ME) Limited, had hired a U.S. citizen in a “local operations role.”
Please discuss for us whether the involvement of a U.S. citizen at your Dubai-based
subsidiary constitutes a violation of U.S. sanctions.

Mr. Mark Kronforst

February 24, 2009

Page 2 of 3

The presence of a U.S. citizen at our Dubai-based subsidiary does not constitute a violation
of U.S. sanctions. This individual had no responsibilities with respect to any of the
consignment or sales transactions conducted at our Dubai location. Those functions were
performed by other individuals who were not U.S. persons. Instead, his role was to handle
certain administrative operations at that location. We do not believe that such activities
violate any sanctions imposed by the Office of Foreign Assets Controls (“OFAC”).

In our prior response, we indicated that, for U.S. and Mexico auctions, we do not permit
nationals or residents of Iran, Syria or Sudan to consign equipment for sale or to register
to bid or otherwise participate at any such auction. We further stated that, effective
January 23, 2009, we expanded these restrictions to our auctions worldwide. However, this
action was not taken because of a belief that the activity in Dubai was a violation of any
U.S. sanctions. Instead, given that transactions with nationals from these countries were
de minimis, and given our desire to have maximum flexibility with regard to the
international movement of our employees, we decided to discontinue such transactions and
avoid having to address these issues further.

    2)

    You also state in your response that citizens or residents of Iran, Syria, or Sudan have
purchased equipment at your non-U.S. auctions. Please describe to us the types of equipment
you or any of your direct or indirect subsidiaries have provided, directly or indirectly, to
Iran, Sudan, or Syria. Certain types of equipment are included in the Department of
Commerce’s Commerce Control List. Tell us whether, to the best of your knowledge,
understanding, and belief, any of the equipment, components, or technology you have provided,
directly or indirectly, into Iran, Sudan, or Syria have military uses, and describe possible
military uses of which you are aware. Please also advise us whether, to the best of your
knowledge, understanding, and belief, such equipment, components, or technology have been put
to military use by Iran, Sudan, or Syria, and discuss any such use of which you are aware.
Finally, if you have provided into Iran any equipment, components, or technology that can be
put to military use, please discuss for us briefly the applicability of the Iran Freedom
Support Act of 2006 to your contacts with Iran.

    The equipment purchased by citizens or residents of Iran, Syria or Sudan at our auctions was
construction equipment, primarily used equipment. None of this equipment has military use
or is included in the Department of Commerce’s Commerce Control List contained in 15 CFR
Part 774.

    3)

    You state in your response to prior comment number 2 that you have modified your compliance
controls “to discontinue conducting any further business transactions involving residents of
Iran, Syria and Sudan (along

Mr. Mark Kronforst

February 24, 2009

Page 3 of 3

with other U.S. embargoed countries).” This statement raises the possibility that you have
had business transactions with Cuba, another country identified by the State Department as a
state sponsor of terrorism and subject to U.S. economic sanctions and export control.
Please advise us whether you have had business transactions, direct or indirect, involving
citizens or residents of, entities located in, or the government of, Cuba. If so, provide
us the same information regarding Cuba that we requested regarding Iran, Sudan, and Syria in
the first two comments of our letter dated November 26, 2008 and the two preceding comments
of this letter.

We have not had any business transactions, direct or indirect, involving citizens or
residents of, entities located in, or the government of, Cuba.

Please contact me if you have any additional questions after reviewing our responses to your
comments.

    Sincerely,

    /s/ Robert A. McLeod

    Robert A. McLeod

    Chief Financial Officer

    Phone: (604) 233-5521

    Email: rmcleod@rbauction.com