MAIL STOP 03-08

	January 21, 2005

Mr. Paul Biberkraut, Chief Financial Officer
Superior Galleries, Inc.
9478 West Olympic Boulevard
Beverly Hills, CA 90212

	RE:	Superior Galleries, Inc.
		Registration Statement on Form SB-2
		Commission File No. 333-119253
		Amendment 2 Filed on January 11, 2005

Dear Mr. Biberkraut:

	We have reviewed your amendment and have the following
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 supplemental information so we may better
understand your disclosure.  After reviewing this information,
we
may or may not 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 on any other
aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

General
1. We note that on January 4, 2005 you issued 180,000 shares of
common stock to an investor relations firm in exchange for
services.  On a supplemental basis, please provide the staff
with
an analysis explaining why this private issuance should not be
integrated with the public offering.  In addition, these 180,000
shares of common shares should not be registered for resale
since
the shares were not outstanding at the time the initial
registration statement was filed.  Please revise your
registration
statement accordingly.

Note 9. Contingencies

Legal Proceedings, page F-35
2. Please revise your disclosure to address whether you believe
any
of your litigation could have a material adverse effect on your
liquidity or cash flows as well.  Please refer to FAS 5 for
disclosure requirements regarding contingent liabilities.


* * * *


	You may contact Sondra Snyder at (202) 942-1827 or Jim
Allegretto, Senior Assistant Chief Accountant, at (202) 942-1885
if
you have questions regarding comments on the financial
statements
and related matters.  Please contact Matthew Benson at (202)
942-
2824 or Ellie Quarles, Special Counsel, at (202) 942-1859 with
any
other questions you may have.

				Sincerely,



				H. Christopher Owings
				Assistant Director

cc: Thomas Brockington, Esq.









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Superior Galleries, Inc.
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