May 6, 2005


	Mail Stop 4561


By U.S. Mail and facsimile to (407) 740-0808

Mr. Sean O`Connor
Chief Executive Officer
International Assets Holding Corp.
220 East Central Parkway, Suite 2060
Altamonte, FL 32701


Re:	International Assets Holding Corp.
      Form 10-KSB for the year ended September 30, 2004
      Form 10-QSB for the period ended December 31, 2004
      File No. 0-23554

Dear Mr. O`Connor:

      We have reviewed your supplemental responses dated April 14,
2005, including the revisions that you intend to make in your
amended
Form 10-K, 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 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 the Year Ended September 30, 2004:

Item 7 - Financial Statements

1. In your supplemental response to prior comment 15, you
indicated
that you did not consider your stock price to be indicative of the
fair value of your common stock at the date of issuance of the
convertible notes.


a. Supplementally explain how your determination is consistent
with
footnote 3 of EITF 98-5 that specifically states that "quoted
market
prices in active markets are the best evidence of fair value and
should be used as the basis for this measurement."

b. Supplementally tell us what you considered the fair value of
your
common stock to be at the date of issuance of the convertible
notes,
how you determined that value and how your estimate of fair value
complies with footnote 3 of this Issue.

c. Supplementally tell us what date you consider to be the
"commitment date" for purposes of calculating the intrinsic value
of
the beneficial conversion feature.  Please refer to footnote 1 of
EITF 98-5.

d. In the event that you cannot support your assertion that the
fair
value of your common stock was greater than the conversion price
at
the commitment date based on the guidance in EITF 98-5, please
revise
your financial statements to recognize this beneficial conversion
feature by allocating a portion of the proceeds equal to the
intrinsic value of this feature to APIC.  In addition, as these
notes
were convertible upon issuance, the resulting debt discount should
be
immediately amortized into earnings through interest expense.

Form 10-Q for the Period Ended December 31, 2004:

Item 1 - Financial Statements

Note 14 - Trust Certificates and Total Return Swap

2. We note your response to prior comment 22. Your response
indicates
that you entered into these transactions for the purpose of
earning a
transaction fee. Supplementally explain the business purpose of
these
transactions from the counterparty`s perspective.  Discuss the
perceived benefits of these transactions to the counterparty, and
identify the risks that you assumed by entering into these
transactions.  Please be as detailed as possible in your response.

*    *    *    *


      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 supplemental 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.

      You may contact Isa Farhat, Staff Accountant at (202) 551-
3485
or me at (202) 551-3494 if you have questions regarding comments
on
the financial statements and related matters.


Sincerely,



                 Kevin W. Vaughn
                 Accounting Branch Chief

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Sean O'Connor
International Assets Holding Corp.
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