Exhibit (a)(2)(B)


                              [Letterhead of GMAI]


Dear Option Holder:

      On behalf of Greg Manning Auction's, Inc. (the "Company"), I am writing to
provide you with the results of the Company's recent offer to exchange (the
"Offer") outstanding options (the "Old Options") granted under the Company's
1997 Stock Incentive Plan, as amended (the "Plan) for new options the Company
will grant under the Plan (the "New Options").

      The Offer was consummated pursuant to the terms and conditions in the
Company's offer to exchange dated July 2, 2002, as supplemented by the
Supplement dated July 17, 2002 (the "Offer to Exchange"), and the related letter
of transmittal. The Offer expired at 12:00 midnight, Eastern time, on July 30,
2002. Promptly following the expiration of the Offer and pursuant to the terms
and conditions of the Offer, the Company accepted for exchange on July 31, 2002
tendered Old Options exercisable for a total of ____________ shares of Common
Stock and canceled all such Old Options. The Company has accepted for exchange
and canceled the Old Options tendered by you exercisable for the number of
shares of Common Stock (the "Option Shares") set forth on Attachment A to this
letter. In accordance with the terms and subject to the conditions of the Offer,
you have the right to receive a New Option under the Plan exercisable for the
number of Option Shares set forth on Attachment A, as adjusted for any stock
splits, stock dividends and similar events that occur prior to the date on which
the Company issues such New Option.

      Also in accordance with the terms of the Offer, the per share exercise
price under the New Option will equal the fair market value of the Common Stock
on the date the Company grants the New Option. The New Options will vest 25%
immediately on the date of grant and 35% on each of the first and second
anniversaries of the date of grant.

      In accordance with the terms and subject to the conditions of the Offer,
the Company will grant you the New Option on or about February 4, 2002. At that
time, as described in the Offer to Exchange, you will receive a New Option
agreement that will be executed by you and the Company. In accordance with the
terms of the Offer, and as provided in the Plan, you must be an employee of the
Company or one of its subsidiaries from the date you tendered Old Options
through the date the Company grants the New Options to receive your New Option.
If for any reason you do not remain an employee, you will not receive a New
Option or any other consideration for the Old Options tendered by you and
canceled by the Company. Participation in the Offer does not confer upon you the
right to remain in the employ of the Company or any of its subsidiaries.

      If you have any questions about your rights in connection with the grant
of a New Option, please call Larry Crawford at 973-882-0004.

                                          Sincerely,

                                          Greg Manning



                                  Attachment A
                             [Name of Option Holder]


Number of Option Shares                   Exercise Price of Tendered Old Option
Subject to Tendered Old Option            Accepted for Exchange



Number of Option Shares Subject to New Options to be Granted to You on or About
February 4, 2003: ____________*




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