SecProbe.io

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THOMAS G. BROCKINGTON
Direct Dial: (714) 641-3466
E-mail: tbrockington@rutan.com                      February 3, 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. 3 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 January 21, 2005. The paragraph
numbers set forth below correspond to the paragraph numbers set forth in your
January 21, 2005 letter.

         The following are our responses to your comments.

General
-------

1.       With respect to your question regarding whether the January 4, 2005
         issuance of 180,000 shares should be integrated with the company's
         public offering, this most recent issuance should not be integrated
         with the Company's prior sales of securities because it is entirely
         unrelated to the prior sales and thus these transactions are not part
         of a single plan of financing. Instead, they consist of a collection of
         separate, miscellaneous issuances which were agreed to individually and
         at different times in response to different business needs.

         The sale of the 180,000 shares of common stock to American Capital
         Ventures ("ACV") was privately negotiated between the Company and ACV,
         as part of ACV's compensation for services rendered to the Company.
         These negotiations started in December 2004, after all of the other
         transactions, other than two unrelated option grants, had been
         completed. The contractual relationship with ACV bears no relationship
         whatsoever with the business relationships that led to the prior or
         subsequent sales of stock, and ACV's services constitute a type of
         consideration that is unlike any of the consideration paid or provided
         by the Company's other purchaser's of securities.

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Securities and Exchange Commission
February 3, 2005
Page 2

         Prior to April 26, 2004, there was a gap of over six months during
         which no securities sales were made. This long period of time without
         any securities sales, we believe, requires a conclusion that none of
         the transactions prior to that date should be integrated with those
         completed after that date. Regulation D, Rule 502(a) supports this
         conclusion. After April 26, 2004, there were six transactions, four of
         which were option grants under the Company's stock option plan. Even if
         all of these transactions were integrated (and we do not concede that
         they should be), they would collectively still constitute a private
         sale of securities, due to the nature of the transactions (all
         privately negotiated with persons familiar with the Company), the
         absence of any general advertising or solicitation, and the small
         number of purchasers (approximately 20 purchasers total, and only 2 if
         the option grants are excluded).

         Thus, except for the fact that many of the transaction involve common
         stock, there was virtually no connection between the transactions in
         regards to any of the accepted indicia of an integrated offering: (a)
         single plan financing; (b) transactions were at or about the same time;
         (c) transactions involved the same type of consideration; and (d)
         transactions were made for the same general purpose.

         Please note that Amendment No. 3 also discloses the issuance in October
         and December 2004 of options to purchase an aggregate of 30,000 shares
         of common stock, to three persons, each of whom was an employee or
         director of the Company under the Company's Employee Stock Option Plan.
         These issuances were inadvertently omitted from Amendment No. 2. While
         these transactions might be integrated with the other issuances to
         employees by the company, even taken together these issuance would also
         qualify as private offerings, due to the small number of purchasers
         (approximately 20), the absence of advertising or general solicitation
         and the optionees' access to information about the company.

         As requested, we have deleted the recently issued 180,000 shares from
         this registration statement. The Company plans to file a new
         registration statement immediately following the effectiveness of the
         present registration statement, in order to register the resale of
         these shares. The Company will likely rely on Rule 429 in preparing a
         prospectus that relates to the shares covered by both registration
         statements.

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Securities and Exchange Commission
February 3, 2005
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Note 9. Contingencies
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Legal Proceedings, page F-35
----------------------------

2.       As requested, we have revised the disclosure in footnote 12 on page
         F-35 (not footnote 9, which relates to "Notes Payable to Related
         Party"), to describe the fact that the Company does not believe that
         the litigation will affect its liquidity or cash flows. The same change
         has been made in footnote 10 on page F-50, in the context of the
         quarterly financial statements.

         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

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