Mail Stop 4561


      January 30, 2006




William P. Angrick, III
Chief Executive Officer
Liquidity Services, Inc.
2131 K Street, N.W.  4th Floor
Washington, D.C.  20037

Re:	Liquidity Services, Inc.
      Amendment No. 2 to Registration Statement on Form S-1
      Filed January 17, 2006
      File No. 333-129656

Dear Mr. Angrick:

	We have reviewed your filing 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 S-1
Risk Factors, page 11

1. We note your response to comment no. 3; however, we continue to
believe that additional disclosure regarding the extent of the
discount is appropriate.  As we previously noted, the extent of
the
discount to the acquisition cost of products acquired under the
profit sharing model appears to have a significant impact on the
extent of your inventory risk.  Please revise or advise.

Note 9 - Debt

Note Payable, page F-16

2. We have reviewed your response to our prior comment 17.  During
the time you were recording the fair value of the warrants
pursuant
to SFAS 150, please clarify why you discounted the amounts
recorded
to present value.  Provide your basis under SFAS 150 for your
accounting treatment.

Part II

Item 16.  Exhibits and Financial Statement Schedules, page 5

Legal Opinion

3. We note your response to comment 18; however, we are unable to
agree your analysis.  As such, please revise the opinion to remove
the assumption in (a)(i) in the third paragraph on page 3.

* * * *

      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 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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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.

	You may contact Kelly McCusker, Accountant, at (202) 551-3433
or
Cicely Luckey, Accounting Branch Chief, at (202) 551-3413 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Jeffrey Shady, Attorney-Advisor, at (202)
551-3471 or me at (202) 551-3852 with any other questions.


      Sincerely,



      Michael McTiernan
      Special Counsel


cc:	Michael C. Williams, Esq (via facsimile)
      Hogan & Hartson L.L.P.
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William P. Angrick, III
Liquidity Services, Inc.
January 30, 2006
Page 3