UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported):          MAY 2, 2006

                            SUPERIOR GALLERIES, INC.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
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                 (State or Other Jurisdiction of Incorporation)

        0-27121                                          35-2208007
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(Commission File Number)                       (IRS Employer Identification No.)


9478 WEST OLYMPIC BOULEVARD, BEVERLY HILLS, CALIFORNIA             90212
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   (Address of Principal Executive Offices)                      (Zip Code)

                                 (310) 203-9855
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              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
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          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On May 2, 2006, the registrant entered into an amendment to the
Commercial Loan and Security Agreement with Stanford Financial Group Company,
originally dated October 1, 2003 and amended as of March 29, 2005, whereby the
maximum amount that can currently be borrowed by the registrant under the loan
agreement was increased from $10,000,000 to $10,850,000. No other terms of the
loan agreement were modified by the amendment.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION.

         The disclosure in Item 1.01 is hereby incorporated by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

         (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable.

         (b) PRO FORMA FINANCIAL INFORMATION. Not applicable.

         (c) EXHIBITS.

                  Exh. No.         Description
                  --------         -----------

                  10.1             Amendment effective April 7, 2006 to
                                   Commercial Loan and Security Agreement.

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: May 4, 2006                     SUPERIOR GALLERIES, INC.

                                       By: /s/ Silvano DiGenova
                                           -------------------------------------
                                           Silvano DiGenova,
                                           Chief Executive Officer







                   EXHIBITS FILED WITH THIS REPORT ON FORM 8-K

Number         Description
- ------         -----------

10.1           Amendment effective April 7, 2006 to Commercial Loan and
               Security Agreement