SecProbe.io

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THOMAS G. BROCKINGTON
Direct Dial: (714) 641-3466
E-mail: tbrockington@rutan.com                      January 10, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0406

Attn:  Matthew Benson, Esq.

         Re:      Superior Galleries, Inc.
                  Registration Statement on Form SB-2
                  Commission File No. 333-119253
                  -----------------------------------

Dear Mr. Benson:

         We are concurrently filing Amendment No. 2 to the Registration
Statement on Form SB-2 of Superior Galleries, Inc., File No. 333-119253. This
letter is in response to your comment letter of December 16, 2004. The paragraph
numbers set forth below correspond to the paragraph numbers set forth in your
December 16, 2004 letter. The page number references below are to the page
numbers of this Amendment No. 2 to the Registration Statement, not Amendment No.
1.

         Please note that in addition to amending the Registration Statement in
response to your comments, we have also amended it to register the resale of an
additional 180,000 shares of common stock, which were issued in a private
transaction to a single purchaser on January 4, 2005.

         The following are our responses to your comments.

The high level of our debt may limit our ability....
----------------------------------------------------

1.       As requested, we have revised the disclosure in the risk factor
         captioned "The high level of our debt..." on page 6 to indicate that we
         may need to incur more indebtedness to service our current
         indebtedness.

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Securities and Exchange Commission
January 10, 2005
Page 2

Our Series B Preferred Stock and Series D Preferred Stock have antidilution
---------------------------------------------------------------------------
terms...
--------

2.       As requested, we have deleted the mitigating language in the last three
         sentences in the risk factor headed "Our Series B Preferred Stock and
         Series D Preferred Stock..." In order to do so, we have deleted these
         sentences in their entirety.

Management's Discussion and Analysis
------------------------------------

For the Three Months Ended September 30, 2004 and 2003
------------------------------------------------------

3.       We have revised the disclosure in the Management's Discussion and
         Analysis section, on page 19 under "For the Three Months Ended
         September 30, 2004 and 2003-Total Revenue," to describe the planned
         upgrades to the Company's e-commerce functionality and the associated
         costs.

Years Ended June 30, 2004 and 2003
----------------------------------

4.       We have revised the disclosure in the Management's Discussion and
         Analysis section, on page 23 under "Years Ended June 30, 2004 and
         2003-Selling, General and Administrative Expenses," to provide
         additional information regarding the estimated cost savings from the
         consolidation of the Company's facilities, and the partially offsetting
         costs from additional staff and marketing and advertising expenses.

5.       We have added additional disclosure on page 22 under "Cost of Sales" to
         describe the principal factors that affect the Company's cost of sales
         from year to year, and thus its gross margin. We have described these
         factors on an aggregate basis, as we assume that you are not asking
         that we analyze cost of sales factors on a coin-by-coin basis. We have
         added disclosure to make it clear that cost of sales on an aggregate
         basis, and thus gross margin, is a function of two variables: the
         volume of sales of coins and the price the Company pays for those
         coins. We have explained the principal factors that affect the price
         the Company pays for coins. The factors that affect the Company's
         revenue, such as aggressive pricing to the Company's customers, do not
         affect cost of sales.

Financing Activities
--------------------

6.       Please note that the loan from the Company's CEO is not callable or
         payable on demand. As disclosed in the third paragraph under "Financing
         Activities - Debt" on page 25, this note requires monthly interest
         payments and quarterly principal payments of $50,000. In addition,
         $150,000 of deferred principal payments will be due March 31, 2005.
         Thus, there is no risk that the CEO will require immediate payment of
         the deferred portion of the outstanding balance, since he is not
         entitled to do so. If the Company desires to obtain a further extension
         of the deferred portion of the loan in March 2005, but the CEO is
         unwilling to provide such an extension, the Company will be obligated
         to liquidate sufficient inventory to make this payment.. We have added
         disclosure to this effect at the end of this paragraph.

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Securities and Exchange Commission
January 10, 2005
Page 3

7.       Please note that the Company has now negotiated a payment schedule with
         the holder of the $2,500,000 loan referred to in this comment. The
         agreement that sets forth the new payment schedule is attached as
         Exhibit 10.18, and there is disclosure in the Management's Discussion
         and Analysis section under "Financing Activities - Debt" on page 24
         that describes this arrangement. There is disclosure under "The high
         level of our debt..." on page 6 in the Risk Factors section that
         describes the Company's options if its debt is not renewed when it
         becomes due, and that also describes the Company's past practice of
         renegotiating debt where feasible.

Business
--------

Competition
-----------

8.       We have revised the disclosure under "Competition" on page 33 to more
         clearly describe the Company's methods of competition.

Management
----------

9.       You are advised that none of the companies referred to in Mr.
         Gollihugh's bio are reporting companies. Disclosure to this effect has
         been added to the Registration Statement.

Employment Agreements
---------------------

10.      We have filed as Exhibit 10.19 the agreement by which Mr. DiGenova has
         confirmed in writing his prior verbal waiver of rights to a bonus based
         on the Company's capitalization. This agreement also extends his
         current employment agreement to March 31, 2005.

Certain Relationships and Related Transactions
----------------------------------------------

11.      As requested, we have disclosed that the Company believes that the
         terms of the transactions described under this heading were comparable
         to those that could have been obtained from an unrelated third party.

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Securities and Exchange Commission
January 10, 2005
Page 4

Principal and Selling Shareholders
----------------------------------

12.      As requested, we have added disclosure under this heading regarding the
         purchase of the referenced securities for investment intent, and the
         absence of agreements, etc. to distribute these securities. See
         footnote 9 under this table.

13.      We have revised the "Shares Being Offered" column in the Principal and
         Selling Shareholder chart to reflect that the number of shares held by
         Stanford Venture Capital Holdings, Inc., including those held by its
         four employees, is the same as the number being offered, and therefore
         the number shown in the column under "Shares Beneficially Owned After
         the Offering" will be zero. The "Shares Being Offered" column
         previously erroneously excluded those being sold by the Stanford
         employees.

Financial Statement for the Year Ended June 30, 2004
----------------------------------------------------

Independent Auditors' Report
----------------------------

14.      The auditors have corrected the language of the report of Singer Lewak
         Greenbaum & Goldstein LLP to indicate that they audited the balance
         sheet of the Company only for 2004.

Statement of Cash Flows
-----------------------

15.      As requested, we have revised the heading on the Statement of Cash
         Flows on Page F-9.

Note 1. Summary of Significant Accounting Policies
--------------------------------------------------

Shipping and Handling
---------------------

16.      We submit that shipping income and the related shipping costs are
         immaterial. The Company records shipping income as part of net sales
         and records shipping expense as part of selling, general and
         administrative expenses. For the year ended June 30, 2003 the Company
         recorded $19,000 of shipping income and $41,000 of shipping expense.
         This shipping income represented 0.1% of revenues, and the shipping
         expense represented 0.6% of selling, general and administrative
         expenses. For the year ended June 30, 2004 the Company recorded $22,000
         of shipping income (0.1% of revenues) and $47,000 of shipping expense
         (0.8% of selling, general and administrative expenses). For the three
         month period ended September 30, 2004 the Company recorded $6,000 of
         shipping income (0.1% of revenues) and $13,000 of shipping expense
         (0.7% of selling, general and administrative expenses).

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Securities and Exchange Commission
January 10, 2005
Page 5

Note 2. Inventories
-------------------

17.      We have revised a portion of Note 2 to the Financial Statements to more
         accurately reflect the Company's practices with respect to occasional
         joint ownership of coins.

         You are supplementally advised that at June 30, 2004 and 2003 the
         Company had no inventory that was held in partnership, and any
         partnership interests of third parties in coins that existed during
         those years were bought out by the Company prior to the sale of the
         corresponding rare coins. At September 30, 2004, the Company's
         inventory included $27,600 of inventory representing the Company's half
         interest in rare coins. The Company did not sell any coins that were
         held in partnership for the three month period ending September 30,
         2004. In December 2004 the Company bought out the partnership interest
         in the rare coins that were held at September 30, 2004, and thus held a
         100% interest in these coins at December 31, 2004.

         Subsequent to the year ended June 30, 2002, the Company significantly
         reduced the number of rare coin purchase transactions that involved
         partnerships, as the Company instead relied on general corporate debt
         and extended payment terms from vendors to finance its inventory
         purchases.

         When coins are held in partnership with customers or vendors, the
         Company equally shares in the risk of loss in market value. Upon the
         sale of a coin that is held in partnership, the Company shares in the
         risk of accounts receivable collection, but in practice the Company
         generally collects funds in advance of delivery or provides terms to
         known dealers. The Company has had a very low instance of bad debts for
         these and its other transactions. Either partner has the right to sell
         and market the coin and take possession, and title to the rare coins is
         held jointly. The identity of the partner that maintains possession of
         the coin will depend on the circumstances. If a partner has a potential
         customer, that partner will normally take possession of the coin to
         show the customer. A partner may also take possession for purposes of
         showing the coin at a trade show or sales event. The only instance
         where our partner may not take possession of the coin is where that
         partner does carry adequate insurance; in this instance, the Company
         would maintain possession of the coin.

Note 11. Equity
---------------

Sale and Redemption of Series A Convertible Preferred Stock
-----------------------------------------------------------

18.      The redemption provision for the Company's Series A Preferred Shares
         that was exercised provides solely that the shareholders are entitled
         to redeem one-tenth of the shares held by them each quarter, starting
         March 31, 2004. There is no provision with regard to an acceleration of
         the redemption of the remaining shares, if there is a default in the
         redemption of any portion of the shares. As a result, the Company's
         accounting treatment of showing both a long-term and short-term portion
         of the redemption is correct.

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Securities and Exchange Commission
January 10, 2005
Page 6

Financial Statements for the Quarter Ended September 30, 2004
-------------------------------------------------------------

Note 9. Contingencies
---------------------

Legal Proceedings
-----------------

19.      We have added to Footnote 12 the disclosure that appears in the body of
         the Prospectus, which states: "The Company is not currently involved in
         any such litigation which it believes could have a material adverse
         effect on its financial condition or results of operations."

Part II
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Exhibits
--------

20.      Exhibit 10.17 appears in Amendment No. 1 immediately after Exhibit
         10.16. It seems that in the Edgarization process, a separate exhibit
         tag was not created for Exhibit 10.17. However, while that Exhibit was
         in fact filed, we have filed it again in this Amendment, so that it
         appears with the proper Exhibit tag.

Form 10-KSB for the Year Ended June 30, 2004
--------------------------------------------

21.      This will confirm that the Company will amend its Annual Report on Form
         10-KSB for the year ended June 30, 2004 to reflect the changes made in
         response to the Staff's comments on the this Registration Statement.

Form 10-QSB for the Quarter Ended September 30, 2004
----------------------------------------------------

22.      This will confirm that the Company will amend its Quarterly Report on
         Form 10-QSB for the quarter ended September 30, 2004 to reflect the
         changes made in response to the Staff's comments on the this
         Registration Statement.

Item 3. Controls and Procedures
-------------------------------

23.      This confirms that the Company will amend Item 3 of its Quarterly
         Report on Form 10-QSB for the quarter ended September 30, 2004 as
         required by your comment 23.

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Securities and Exchange Commission
January 10, 2005
Page 7

         I look forward to discussing the foregoing with you at your
convenience. My direct phone number is (714) 641-3466.

                                                     Very truly yours,

                                                     RUTAN & TUCKER, LLP

                                                     /S/ Thomas G. Brockington
                                                     -------------------------
                                                     Thomas G. Brockington
TGB:dh

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