SecProbe.io

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Mail Stop 3561
      July 6, 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
		Amendment No. 1 to Form 10-KSB for Fiscal Year Ended
		September 30, 2004
		Filed June 27, 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.
Amendment No. 1 to Form 10-KSB for Fiscal Year Ended September 30,
2004
Controls and Procedures, page 21
1. We note your parenthetical disclosure indicating that the term
"disclosure controls and procedures" is defined in Rules 13a-14(c)
and 15d-14(c) of the Exchange Act.  Please revise, as the term is
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
2. We note your disclosure that your disclosure controls and
procedures are "[a]dequate and effective to ensure that material
information relating to the Company are recorded, processed,
summarized and reported within the time periods in which this
Annual
Report has been prepared."  It appears that you have limited your
disclosure controls and procedures conclusion to material
information
relating to the Company and the time period in which the Annual
Report has been prepared.  Please note that your disclosure
controls
and procedures relate to information required to be disclosed by
the
issuer in the reports that it files or submits under the Exchange
Act.  Please expand the scope of the conclusion accordingly.
Please
also note that the conclusion should address whether this
information
is recorded, processed, summarized and reported, within the time
periods specified in the Commission`s rules and forms, as opposed
to
"[t]he time periods in which this Annual Report has been
prepared."
Please revise accordingly as well.  See Exchange Act Rule 13a-
15(e).
3. As you have attempted to include a portion of the definition of
disclosure controls and procedures in your disclosure, you must
include the entire definition.  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).
4. We note that you previously indicated that your chief executive
officer/chief financial officer concluded that your disclosure
controls and procedures were ineffective.  Please tell us how your
chief executive officer/chief financial officer was able to change
his conclusion from ineffectiveness to indicate that the
disclosure
controls and procedures were effective.

Exhibit 31.1
5. 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.

      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.
July 6, 2005
Page 1

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