SecProbe.io

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Mail Stop 0308
      June 8, 2005

James Price
Chief Executive Officer
Benacquista Galleries, Inc.
15208 Jarrettsville Pike
Monkton, MD 21111

      Re:	Benacquista Galleries, Inc.
		Post-Effective Amendment No. 1 to Registration Statement
on
      Form SB-2
      Filed May 24, 2005
		File No. 333-104132
		Form 10-KSB for Fiscal Year Ended
		September 30, 2004
		Filed January 6, 2005
		File No. 0-51107

Dear Mr. Price:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for Fiscal Year Ended September 30, 2004
Controls and Procedures, page 12
1. We note your disclosure that your disclosure controls and
procedures have been designed to ensure that the information
required
to be disclosed in reports are "[r]ecorded, processed, summarized
and
reported within the time periods specified in the rules and forms
of
the Securities and Exchange Commission."  As you have included a
portion of the definition of disclosure controls and procedures in
your disclosure, you must include the entire definition.  As such,
please revise to clarify, if true, that your disclosure controls
and
procedures are also designed to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).
2. We note your disclosure, "[t]he chief executive officer and the
principal financial officer of the Company concluded that the
Company`s disclosure controls and procedures were inadequate."
Please note that Item 307 of Regulation S-B requires a conclusion
as
to the effectiveness of your disclosure controls and procedures,
as
opposed to the adequacy of your disclosure controls and
procedures.
Please revise your disclosure accordingly, or confirm to us in
writing, if true, that your chief executive officer and chief
financial officer concluded that your disclosure controls and
procedures were ineffective and revise accordingly in all future
filings.
3. We note your disclosure in section (a)(1) on page 12 of the
Form
10-KSB.  Such disclosure, however, does not provide sufficient
detail
for the reader to fully understand the  reasons for the chief
executive officer and chief financial officer`s conclusions.
Should
your chief executive officer and chief financial officer conclude
that your disclosure controls and procedures were ineffective,
please
significantly expand your disclosure to specifically explain why
your
chief executive officer and chief financial officer concluded that
your disclosure controls and procedures were ineffective and the
specific actions that you will or are taking to ensure that your
disclosure controls and procedures are effective.  We may have
further comment upon review of your response.
4. We note your disclosure that your chief executive officer and
chief financial officer made their conclusions based on their
evaluation performed "[w]ithin 90 days of the filing date of this
report."  Please, however, revise your disclosure to clearly
indicate
that the effectiveness conclusion is as of the end of the period
covered by the report.  See Item 307 of Regulation S-B.

Exhibit 31.1
5. We note that you have replaced the term "small business issuer"
with "registrant."  Please revise, as the exact wording of the
certification provided in Item 601(b)(31) of Regulation S-B is
required.

******

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Kurt Murao, Attorney Advisor, at (202) 551-
3338,
Ellie Quarles, Special Counsel, at (202) 551-3238 or me at (202)
551-
3720 with any other questions.

      					Sincerely,

						H. Christopher Owings
      					Assistant Director

cc: 	Jonathan Dariyanani, Esq.
      Fax: (415) 358-5548

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James Price
Benacquista Galleries, Inc.
June 8, 2005
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