<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 1999
                                               REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------


                     RITCHIE BROS. AUCTIONEERS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                                 <C>
                         CANADA                                                NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)      (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>


                              9200 BRIDGEPORT ROAD
                           RICHMOND, BRITISH COLUMBIA
                                 CANADA V6X 1S1
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)



                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)


                              LAWCO OF OREGON, INC.
                       1211 S.W. FIFTH AVENUE, SUITE 1500
                             PORTLAND, OREGON 97204
                               ATTN: SUSAN KIPPER
                                 (503) 727-2000
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                             ----------------------

                                   COPIES TO:

                                DAVID S. MATHESON
                                PERKINS COIE LLP
                       1211 S.W. FIFTH AVENUE, SUITE 1500
                           PORTLAND, OREGON 97204-3715

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

======================================================================================================
  TITLE OF SECURITIES      AMOUNT TO BE     PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
  TO BE REGISTERED(1)       REGISTERED     OFFERING PRICE PER    AGGREGATE OFFERING     REGISTRATION
                                                SHARE(2)              PRICE(2)              FEE
------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>                   <C>                    <C>
Common Shares, without        50,000          $29.28125               $1,464,062.50       $407.01  
   par value
======================================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(e) under the Securities Act of 1933, as
    amended, this Registration Statement also covers an indeterminate amount of
    interests in the Registrant's 1999 Employee Stock Purchase Plan to be
    offered or sold pursuant thereby.

(2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
    solely for the purpose of calculating the amount of the registration fee.
    The price per share is estimated to be $29.28125, based on the average of
    the high sales price ($29.5625) and low sales price ($29) for the
    Registrant's Common Shares as reported on the New York Stock Exchange on
    January 28, 1999.

<PAGE>   2

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are hereby incorporated by reference into this
Registration Statement:

               (a) The Registrant's Rule 424(b) Prospectus dated March 9, 1998
filed with the Securities and Exchange Commission (the "Commission") on March
10, 1998;

               (b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1997; and

               (c) The description of the Registrant's Common Shares contained
in the Registration Statement on Form 8-A filed with the Commission on September
26, 1997, under Section 12(b) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.

        Any document filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment that indicates that the securities offered hereby
have been sold or that deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective date
on which such document is filed.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Registrant is a Canadian corporation.

        Section 124 of the Canada Business Corporations Act, as amended,
provides as follows:

        "(1) Indemnification. Except in respect of an action by or on behalf of
the corporation or body corporate to procure a judgment in its favor, a
corporation may indemnify a director or officer of the corporation, a former
director or officer of the corporation or a person who acts or acted at the
corporation's request as a director or officer of a body corporate of which the
corporation is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
such corporation or body corporate, if

               (a) he acted honestly and in good faith with a view to the best
interests of the corporation; and

               (b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.

        (2) Indemnification in Derivative Action. A corporation may with the
approval of a court indemnify a person referred to in sub-section (1) in respect
of an action by or on behalf of the corporation or body corporate to procure a
judgment in its favor, to which he is made a party by reason of being or having
been a director or an officer of the corporation or body corporate, against all
costs, charges and expenses reasonably incurred by him in connection with such
action if he fulfills the conditions set out in paragraphs (1)(a) and (b).

        (3) Indemnity as of Right. Notwithstanding anything in this section, a
person referred to in subsection (1) is entitled to indemnity from the
corporation in respect of all costs, charges and expenses reasonably incurred by
him in connection with the defense of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of the corporation or body corporate, if the person
seeking indemnity

               (a) was substantially successful on the merits in his defense of
the action or proceeding; and

               (b) fulfills the conditions set out in paragraphs (1)(a) and (b).


                                      II-1


<PAGE>   3

        (4) Directors' and Officers' Insurance. A corporation may purchase and
maintain insurance for the benefit of any person referred to in subsection (1)
against any liability incurred by him

               (a) in his capacity as a director or officer of the corporation,
except where the liability relates to his failure to act honestly and in good
faith with a view to the best interests of the corporation; or

               (b) in his capacity as a director or officer of another body
corporate where he acts or acted in that capacity at the corporation's request,
except where the liability relates to his failure to act honestly and in good
faith with a view to the best interests of the body corporate.

        (5) Application to Court. A corporation or a person referred to in
subsection (1) may apply to a court for an order approving an indemnity under
this section and the court may so order and make any further order it thinks
fit.

        (6) Notice to Director. An applicant under subsection (5) shall give the
Director notice of the application and the Director is entitled to appear and be
heard in person or by counsel.

        (7) Other Notice. On an application under subsection (5), the court may
order notice to be given to any interested person and such person is entitled to
appear and be heard in person or by counsel."

        Sections 5 and 6 of By-Law No. 1 of the Registrant provide as follows:

        "5. Indemnification of Directors and Officers. The [Registrant] shall
indemnify a director or officer of the [Registrant], a former director or
officer of the [Registrant] or a person who acts or acted at the [Registrant's]
request as a director or officer of a body corporate of which the [Registrant]
is or was a shareholder or creditor, and his heirs and legal representatives to
the extent permitted by the Canada Business Corporations Act.

        6. Indemnity of Others. Except as otherwise required by the Canada
Business Corporations Act and subject to paragraph 5, the [Registrant] may from
time to time indemnify and save harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the [Registrant]) by reason of the
fact that he is or was an employee or agent of the [Registrant], or is or was
serving at the request of the [Registrant] as a director, officer, employee,
agent of or participant in another body corporate, partnership, joint venture,
trust or other enterprise, against expenses (including legal fees), judgments,
fines and any amount actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted honestly and in good faith with a
view to the best interests of the [Registrant] and, with respect to any criminal
or administrative action or proceeding that is enforced by a monetary penalty,
had reasonable grounds for believing that his conduct was lawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction shall not, of itself, create a presumption that the person did not
act honestly and in good faith with a view to the best interests of the
[Registrant] and, with respect to any criminal or administrative action or
proceeding that is enforced by a monetary penalty, had no reasonable grounds for
believing that his conduct was unlawful."

        The Registrant carries liability insurance which provides for coverage
for officers and directors of the Registrant and its subsidiaries, subject to a
deductible for executive indemnification.

        Insofar as indemnification for liabilities arising under the United
States Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the
opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.


                                      II-2
<PAGE>   4

ITEM 8. EXHIBITS

    Exhibit
     Number                                 Description
----------------- --------------------------------------------------------------
      4.1         Form of Common Share Certificate (1)

      4.2         Articles of Amalgamation (2)

      4.3         By-laws (3)

      5.1         Opinion of McCarthy Tetrault regarding legality of the Common
                  Shares being registered

     23.1         Consent of KPMG

     23.2         Consent of McCarthy Tetrault (included in its Opinion filed as
                  Exhibit 5.1)

     24.1         Power of Attorney (see Signature Page)

     99.1         1999 Employee Stock Purchase Plan

-----------------

(1) Incorporated herein by reference to Exhibit 4 to the Registration Statement
on Form F-1 filed with the Securities Exchange Commission on September 26, 1997,
as amended.

(2) Incorporated herein by reference to Exhibit 3.1 to the Registration
Statement on Form F-1 filed with the Securities Exchange Commission on September
26, 1997, as amended.


(3) Incorporated herein by reference to Exhibit 3.2 to the Registration
Statement on Form F-1 filed with the Securities Exchange Commission on September
26, 1997, as amended.

ITEM 9. UNDERTAKINGS

A.      The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

            (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

            (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-3


<PAGE>   5

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.



                                      II-4

<PAGE>   6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, Province of British Columbia, on
January 29, 1999.


                                       RITCHIE BROS. AUCTIONEERS INCORPORATED

                                       By /s/ C. RUSSELL CMOLIK
                                          --------------------------------------
                                          C. Russell Cmolik
                                          President and Chief Operating Officer


                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints David
E. Ritchie, C. Russell Cmolik and Peter J. Blake, and each of them, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, to sign in the name and on behalf of such person, individually
and in each capacity stated below, any or all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on January 29, 1999.

<TABLE>
<C>                                      <S>
      /s/ DAVID E. RITCHIE               Chairman of the Board and Chief Executive Officer
----------------------------------       (principal executive officer)
       David E. Ritchie

     /s/ C. RUSSELL CMOLIK               Director, President and Chief Operating Officer
----------------------------------
       C. Russell Cmolik

      /s/ PETER J. BLAKE                 Director, Vice President Finance and Chief Financial
----------------------------------       Officer (principal financial and accounting officer)
        Peter J. Blake                   

     /s/ CHARLES E. CROFT                Director
----------------------------------
       Charles E. Croft

    /s/ GEORGE EDWARD MOUL               Director
----------------------------------
      George Edward Moul

    /s/ KENNETH D. ASHBURY               Authorized Representative in the United States
----------------------------------
      Kenneth D. Ashbury
</TABLE>


                                      II-5

<PAGE>   7

                                    THE PLAN

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustees (or other persons who administer the Ritchie Bros. Auctioneers
Incorporated 1999 Employee Stock Purchase Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, on
January 29, 1999.

                                          THE TRUST COMPANY OF
                                          BANK OF MONTREAL


                                          By: /s/ ADRIAN M. BAKER   
                                             ------------------------------
                                          Name:  Adrian M. Baker
                                          Title: Director, Client Relations



                                      II-4

<PAGE>   8
                               PERKINS COIE, LLP
             A Law Partnership Including Professional Corporations
     1211 Southwest Fifth Avenue, Suite 1500 o Portland, Oregon 97204-3715
               Telephone: 503-727-2000 o Facsimile: 503 727-2222


David S. Matheson
(503) 727-2008

                                February 1, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

          RE:       RITCHIE BROS. AUCTIONEERS INCORPORATED
                    REGISTRATION STATEMENT ON FORM S-B

Ladies and Gentlemen:

        On behalf of Ritchie Bros. Auctioneers Incorporated, a company
incorporated under the Canada Business Corporations Act (the "Company"), we
hereby transmit electronically for filing under the Securities Act of 1933, as
amended, a Registration Statement on Form S-B, together with exhibits thereto.

        The Company has wire transferred to your EDGAR U.S. Treasury lockbox the
amount of $407.01 in payment of the registration fee.

                                        Sincerely,

                                        /s/ David S. Matheson

                                        David S. Matheson

DSM:pjd
Enclosure
<PAGE>   9

                                INDEX TO EXHIBITS

    Exhibit
     Number                                 Description
----------------- --------------------------------------------------------------
      4.1         Form of Common Share Certificate (1)

      4.2         Articles of Amalgamation (2)

      4.3         By-laws (3)

      5.1         Opinion of McCarthy Tetrault regarding legality of the Common
                  Shares being registered

     23.1         Consent of KPMG

     23.2         Consent of McCarthy Tetrault (included in its Opinion filed as
                  Exhibit 5.1)

     24.1         Power of Attorney (see Signature Page)

     99.1         1999 Employee Stock Purchase Plan

-----------------
(1) Incorporated herein by reference to Exhibit 4 to the Registration Statement
on Form F-1 filed with the Securities Exchange Commission on September 26, 1997,
as amended.

(2) Incorporated herein by reference to Exhibit 3.1 to the Registration
Statement on Form F-1 filed with the Securities Exchange Commission on September
26, 1997, as amended.

(3) Incorporated herein by reference to Exhibit 3.2 to the Registration
Statement on Form F-1 filed with the Securities Exchange Commission on September
26, 1997, as amended.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22894}]
{"company-data": {"conformed-name": "RITCHIE BROS AUCTIONEERS INC", "cik": "0001046102", "assigned-sic": "7389", "state-of-incorporation": "A6", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71577", "film-number": "99518728"}, "business-address": {"street1": "9200 BRIDGEPORT RD", "street2": "RICHMOND, BRITISH COLUMBIA", "city": "CANADA", "state": "A1", "zip": "V6X 151", "phone": "6042737964"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 1999
                                               REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                     RITCHIE BROS. AUCTIONEERS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CANADA                                                NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)      (I.R.S. EMPLOYER IDENTIFICATION NO.)
9200 BRIDGEPORT ROAD
                           RICHMOND, BRITISH COLUMBIA
                                 CANADA V6X 1S1
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                              LAWCO OF OREGON, INC.
                       1211 S.W. FIFTH AVENUE, SUITE 1500
                             PORTLAND, OREGON 97204
                               ATTN: SUSAN KIPPER
                                 (503) 727-2000
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                             ----------------------

                                   COPIES TO:

                                DAVID S. MATHESON
                                PERKINS COIE LLP
                       1211 S.W. FIFTH AVENUE, SUITE 1500
                           PORTLAND, OREGON 97204-3715

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
======================================================================================================
  TITLE OF SECURITIES      AMOUNT TO BE     PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
  TO BE REGISTERED(1)       REGISTERED     OFFERING PRICE PER    AGGREGATE OFFERING     REGISTRATION
                                                SHARE(2)              PRICE(2)              FEE
------------------------------------------------------------------------------------------------------
Common Shares, without        50,000          $29.28125               $1,464,062.50       $407.01  
   par value
======================================================================================================
(1) In addition, pursuant to Rule 416(e) under the Securities Act of 1933, as
    amended, this Registration Statement also covers an indeterminate amount of
    interests in the Registrant's 1999 Employee Stock Purchase Plan to be
    offered or sold pursuant thereby.

(2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
    solely for the purpose of calculating the amount of the registration fee.
    The price per share is estimated to be $29.28125, based on the average of
    the high sales price ($29.5625) and low sales price ($29) for the
    Registrant's Common Shares as reported on the New York Stock Exchange on
    January 28, 1999.
2

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are hereby incorporated by reference into this
Registration Statement:

               (a) The Registrant's Rule 424(b) Prospectus dated March 9, 1998
filed with the Securities and Exchange Commission (the "Commission") on March
10, 1998;

               (b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1997; and

               (c) The description of the Registrant's Common Shares contained
in the Registration Statement on Form 8-A filed with the Commission on September
26, 1997, under Section 12(b) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.

        Any document filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment that indicates that the securities offered hereby
have been sold or that deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective date
on which such document is filed.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Registrant is a Canadian corporation.

        Section 124 of the Canada Business Corporations Act, as amended,
provides as follows:

        "(1) Indemnification. Except in respect of an action by or on behalf of
the corporation or body corporate to procure a judgment in its favor, a
corporation may indemnify a director or officer of the corporation, a former
director or officer of the corporation or a person who acts or acted at the
corporation's request as a director or officer of a body corporate of which the
corporation is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
such corporation or body corporate, if

               (a) he acted honestly and in good faith with a view to the best
interests of the corporation; and

               (b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.

        (2) Indemnification in Derivative Action. A corporation may with the
approval of a court indemnify a person referred to in sub-section (1) in respect
of an action by or on behalf of the corporation or body corporate to procure a
judgment in its favor, to which he is made a party by reason of being or having
been a director or an officer of the corporation or body corporate, against all
costs, charges and expenses reasonably incurred by him in connection with such
action if he fulfills the conditions set out in paragraphs (1)(a) and (b).

        (3) Indemnity as of Right. Notwithstanding anything in this section, a
person referred to in subsection (1) is entitled to indemnity from the
corporation in respect of all costs, charges and expenses reasonably incurred by
him in connection with the defense of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of the corporation or body corporate, if the person
seeking indemnity

               (a) was substantially successful on the merits in his defense of
the action or proceeding; and

               (b) fulfills the conditions set out in paragraphs (1)(a) and (b).

                                      II-1
3

        (4) Directors' and Officers' Insurance. A corporation may purchase and
maintain insurance for the benefit of any person referred to in subsection (1)
against any liability incurred by him

               (a) in his capacity as a director or officer of the corporation,
except where the liability relates to his failure to act honestly and in good
faith with a view to the best interests of the corporation; or

               (b) in his capacity as a director or officer of another body
corporate where he acts or acted in that capacity at the corporation's request,
except where the liability relates to his failure to act honestly and in good
faith with a view to the best interests of the body corporate.

        (5) Application to Court. A corporation or a person referred to in
subsection (1) may apply to a court for an order approving an indemnity under
this section and the court may so order and make any further order it thinks
fit.

        (6) Notice to Director. An applicant under subsection (5) shall give the
Director notice of the application and the Director is entitled to appear and be
heard in person or by counsel.

        (7) Other Notice. On an application under subsection (5), the court may
order notice to be given to any interested person and such person is entitled to
appear and be heard in person or by counsel."

        Sections 5 and 6 of By-Law No. 1 of the Registrant provide as follows:

        "5. Indemnification of Directors and Officers. The [Registrant] shall
indemnify a director or officer of the [Registrant], a former director or
officer of the [Registrant] or a person who acts or acted at the [Registrant's]
request as a director or officer of a body corporate of which the [Registrant]
is or was a shareholder or creditor, and his heirs and legal representatives to
the extent permitted by the Canada Business Corporations Act.

        6. Indemnity of Others. Except as otherwise required by the Canada
Business Corporations Act and subject to paragraph 5, the [Registrant] may from
time to time indemnify and save harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the [Registrant]) by reason of the
fact that he is or was an employee or agent of the [Registrant], or is or was
serving at the request of the [Registrant] as a director, officer, employee,
agent of or participant in another body corporate, partnership, joint venture,
trust or other enterprise, against expenses (including legal fees), judgments,
fines and any amount actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted honestly and in good faith with a
view to the best interests of the [Registrant] and, with respect to any criminal
or administrative action or proceeding that is enforced by a monetary penalty,
had reasonable grounds for believing that his conduct was lawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction shall not, of itself, create a presumption that the person did not
act honestly and in good faith with a view to the best interests of the
[Registrant] and, with respect to any criminal or administrative action or
proceeding that is enforced by a monetary penalty, had no reasonable grounds for
believing that his conduct was unlawful."

        The Registrant carries liability insurance which provides for coverage
for officers and directors of the Registrant and its subsidiaries, subject to a
deductible for executive indemnification.

        Insofar as indemnification for liabilities arising under the United
States Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the
opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

                                      II-2
4

ITEM 8. EXHIBITS

    Exhibit
     Number                                 Description
----------------- --------------------------------------------------------------
      4.1         Form of Common Share Certificate (1)

      4.2         Articles of Amalgamation (2)

      4.3         By-laws (3)

      5.1         Opinion of McCarthy Tetrault regarding legality of the Common
                  Shares being registered

     23.1         Consent of KPMG

     23.2         Consent of McCarthy Tetrault (included in its Opinion filed as
                  Exhibit 5.1)

     24.1         Power of Attorney (see Signature Page)

     99.1         1999 Employee Stock Purchase Plan

-----------------

(1) Incorporated herein by reference to Exhibit 4 to the Registration Statement
on Form F-1 filed with the Securities Exchange Commission on September 26, 1997,
as amended.

(2) Incorporated herein by reference to Exhibit 3.1 to the Registration
Statement on Form F-1 filed with the Securities Exchange Commission on September
26, 1997, as amended.

(3) Incorporated herein by reference to Exhibit 3.2 to the Registration
Statement on Form F-1 filed with the Securities Exchange Commission on September
26, 1997, as amended.

ITEM 9. UNDERTAKINGS

A.      The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

            (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

            (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
5

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                      II-4
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, Province of British Columbia, on
January 29, 1999.

                                       RITCHIE BROS. AUCTIONEERS INCORPORATED

                                       By /s/ C. RUSSELL CMOLIK
                                          --------------------------------------
                                          C. Russell Cmolik
                                          President and Chief Operating Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints David
E. Ritchie, C. Russell Cmolik and Peter J. Blake, and each of them, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, to sign in the name and on behalf of such person, individually
and in each capacity stated below, any or all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on January 29, 1999.
/s/ DAVID E. RITCHIE               Chairman of the Board and Chief Executive Officer
----------------------------------       (principal executive officer)
       David E. Ritchie

     /s/ C. RUSSELL CMOLIK               Director, President and Chief Operating Officer
----------------------------------
       C. Russell Cmolik

      /s/ PETER J. BLAKE                 Director, Vice President Finance and Chief Financial
----------------------------------       Officer (principal financial and accounting officer)
        Peter J. Blake                   

     /s/ CHARLES E. CROFT                Director
----------------------------------
       Charles E. Croft

    /s/ GEORGE EDWARD MOUL               Director
----------------------------------
      George Edward Moul

    /s/ KENNETH D. ASHBURY               Authorized Representative in the United States
----------------------------------
      Kenneth D. Ashbury
II-5
7

                                    THE PLAN

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustees (or other persons who administer the Ritchie Bros. Auctioneers
Incorporated 1999 Employee Stock Purchase Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, on
January 29, 1999.

                                          THE TRUST COMPANY OF
                                          BANK OF MONTREAL

                                          By: /s/ ADRIAN M. BAKER   
                                             ------------------------------
                                          Name:  Adrian M. Baker
                                          Title: Director, Client Relations

                                      II-4
8
                               PERKINS COIE, LLP
             A Law Partnership Including Professional Corporations
     1211 Southwest Fifth Avenue, Suite 1500 o Portland, Oregon 97204-3715
               Telephone: 503-727-2000 o Facsimile: 503 727-2222

David S. Matheson
(503) 727-2008

                                February 1, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

          RE:       RITCHIE BROS. AUCTIONEERS INCORPORATED
                    REGISTRATION STATEMENT ON FORM S-B

Ladies and Gentlemen:

        On behalf of Ritchie Bros. Auctioneers Incorporated, a company
incorporated under the Canada Business Corporations Act (the "Company"), we
hereby transmit electronically for filing under the Securities Act of 1933, as
amended, a Registration Statement on Form S-B, together with exhibits thereto.

        The Company has wire transferred to your EDGAR U.S. Treasury lockbox the
amount of $407.01 in payment of the registration fee.

                                        Sincerely,

                                        /s/ David S. Matheson

                                        David S. Matheson

DSM:pjd
Enclosure
9

                                INDEX TO EXHIBITS

    Exhibit
     Number                                 Description
----------------- --------------------------------------------------------------
      4.1         Form of Common Share Certificate (1)

      4.2         Articles of Amalgamation (2)

      4.3         By-laws (3)

      5.1         Opinion of McCarthy Tetrault regarding legality of the Common
                  Shares being registered

     23.1         Consent of KPMG

     23.2         Consent of McCarthy Tetrault (included in its Opinion filed as
                  Exhibit 5.1)

     24.1         Power of Attorney (see Signature Page)

     99.1         1999 Employee Stock Purchase Plan

-----------------
(1) Incorporated herein by reference to Exhibit 4 to the Registration Statement
on Form F-1 filed with the Securities Exchange Commission on September 26, 1997,
as amended.

(2) Incorporated herein by reference to Exhibit 3.1 to the Registration
Statement on Form F-1 filed with the Securities Exchange Commission on September
26, 1997, as amended.

(3) Incorporated herein by reference to Exhibit 3.2 to the Registration
Statement on Form F-1 filed with the Securities Exchange Commission on September
26, 1997, as amended.