SUPERIOR GALLERIES INC (Form Type: 4, Filing Date: 04/05/2005)

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

STANFORD VENTURE CAPITAL HOLDINGS INC

2. Issuer Name and Ticker or Trading Symbol
SUPERIOR GALLERIES INC [(SPGR.OB)]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

5050 WESTHEIMER

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2005

(Street)

HOUSTON, TX 77056

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series E Convertible Preferred Stock

03/29/2005

A⁽¹⁾

2,500,000

⁽⁴⁾

Common Stock

416,667

$1⁽²⁾

2,500,000

I⁽³⁾

By Stanford International Bank Limited⁽³⁾

Explanation of Responses:

1.	These transactions have been approved by the Board of Directors of the Issuer and are exempt from Section 16(b) under Rule 16b-3(d).
2.	The purchase price of $2,500,000 is payable by cancellation of the Issuer's obligation to repay to the Reporting Person an amount equal to $2,500,000 pursuant to a commercial loan agreement.
3.	Reporting person is the affilitate of Stanford International Bank Holdings Limited, which is the sole shareholder of Stanford International Bank Limited. Both Reporting Person and Stanford International Bank Holdings Limited are 100% owned by R. Allen Stanford, who has sole voting and sole investment power over the shares held by Stanford International Bank Limited.
4.	The Series E Convertible Preferred Stock may be converted to Common Stock at any time.

	Signatures
	/s/ James M. Davis	03/31/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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