SecProbe.io

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THOMAS G. BROCKINGTON
Direct Dial: (714) 641-3466
E-mail: tbrockington@rutan.com                       March 7, 2005

         VIA FEDERAL EXPRESS
         -------------------

         Ellie Quarles, Esq.
         Securities and Exchange Commission
         450 Fifth Street, N.W.
         Mail Stop 03-08
         Washington, D.C.  20549-0406

                  Re:      Superior Galleries, Inc.
                           1933 Act Registration No. 333-119253
                           ------------------------------------

Dear Ms. Quarles:

         As mentioned in our telephone conversation, our client, Superior
Galleries, Inc. (the "Company"), has filed an Amended Form 10-KSB for the fiscal
year ended June 30, 2004, and an Amended Form 10-QSB for the quarter ended
September 30, 2004, in accordance with the comments received from the Staff in
connection with the above-referenced registration statement. We are enclosing
annotated copies of the Form 10-KSB/A and Form 10-QSB/A, as well as annotated
copies of the four comment letters received from the Staff.

         The two reports have been blacklined to show changes that have been
made since the original filing of these reports. Of course, where a particular
section of the report was not amended, it is not included at all in the amended
report. Please note that the page numbering on the "F-" pages in the Form
10-KSB/A is inaccurate, which is a result of a problem with the blacklining
software. We apologize for this inconvenience. Please note that the page
references are still included in the annotated comment letters, but that a
number of blank "F-" pages have been omitted. These filings do include, however,
all of the text of the financial statements and notes.

         Next to the amended portions of the two reports, you will see an
annotation, which indicates the comment to which the amended portion relates.
The first numeral identifies which comment letter the comment appears in, and
the second numeral identifies which numbered comment is being addressed. For
example, a reference to "2-5" would refer to the fifth comment of the second
comment letter.

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Ellie Quarles, Esq.
March 7, 2005
Page 2

         Copies of the four comment letters are also included. Next to each of
the comments appears an annotation indicating where in the amended Form 10-KSB
or Form 10-QSB the responsive disclosure has been placed. The column in the left
margin of each of the comment letters identifies the page references in the
amended Form 10-KSB, and the material in the right column identifies the page
references in the amended Form 10-QSB.

         The Staff's comments were prepared, of course, principally in response
to the Form SB-2 Registration Statement. As a result, a number of them are not
applicable to the Form 10-KSB or the Form 10-QSB. For example, certain
disclosure required in a Form SB-2 is not required in the Form 10-KSB or Form
10-QSB. In addition, in certain cases, comments were addressed supplementally
without the need for any amended disclosure. Also, in several places, the added
disclosure called for by a comment was not applicable to the Form 10-QSB or Form
10-KSB because those filings speak as of the date that they were filed, and the
comment pertained to an event which occurred after that date.

         I hope the enclosed documents are useful to you. If you have any
questions, of course, please feel free to contact me.

                              Very truly yours,

                              RUTAN & TUCKER, LLP

                              /s/ Tom Brockington
                              ---------------------
                              Thomas G. Brockington

TGB:dh
Enclosures
cc:      Paul Biberkraut (w/ enclosures)

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