SecProbe.io

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Mail Stop 3-09

							December 7, 2004

Glenn W. Anderson
President and Chief Executive Officer
GAINSCO, Inc.
1445 Ross Avenue, Suite 5300
Dallas, Texas 75202

Re:	GAINSCO, Inc.
	Preliminary Proxy Statement on Schedule 14A, Amendment 1
	Filed 11/17/04
	File No. 1-09828

Dear Mr. Anderson:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

SCHEDULE 14A

General

1. Please provide us with a supplemental analysis supporting your
determination that an exemption to the Securities Act registration
requirements is available for the issuance of securities to GMSP,
Mr.
Stallings, and Reis LLC.  We may have further comments.

Would GAINSCO still be a "public company" following the
recapitalization transactions? page 16

2. Please tell us how you calculated the quantity of shareholders
of
record.  Confirm for us that the methodology you used is
consistent
with Telephone Interpretation M.30 in the July 1997 Telephone
Interpretations Manual, principally with respect to any
institutional
custodians.

This telephone interpretation reads as follows:

	Rule 12g5-1 defines "held of record" for purposes of Exchange
Act Section 12(g) and 15(d).  It is the counting rule for
determining
whether an issuer has sufficient securityholders to become or
remain
subject to Section 12(g) and to remain subject to Section 15(d).
Rule 12g5-1(a)(3) provides a special counting method for
securities
held in a custodial capacity for a single trust, estate or
account.
In such a case, each trust, estate or account is a distinct holder
of
record for purposes of Sections 12(g) and 15(d).  Institutional
custodians, such as Cede & Co. and other commercial depositories,
are
not single holders of record for purposes of the Exchange Act`s
registration and periodic reporting provisions.  Instead, each of
the
depository`s accounts for which the securities are held is a
single
record holder.

	In contrast, securities held in street name by a broker-
dealer
are held of record under the rule only by the broker-dealer.  The
Commission originally proposed a version of the rule that would
have
looked through to the beneficial owners of the street-name
securities, but adopted the rule in a form that does not produce
this
result.

What are the U.S. Federal income tax consequences of the
recapitalization to me? page 21

3. We note your statement that KPMG that the recapitalization
should
have no direct U.S. Federal income tax consequences.  A tax
opinion
should express a firm conclusion for each material income tax
consequence.  A mere description of the law or the use of
uncertain
statements is inappropriate.  If you have used the term "should"
to
indicate that the opinion is subject to a degree of uncertainty,
you
must explain the uncertainty which prevented you from obtaining a
"will" opinion and provide disclosure setting forth the risks to
investors.  Please revise the disclosure here and on page 111.
Similarly, revise your tax opinions.

Mr. Anderson, page 29

4. Please explain "EBIT" here, rather than referring to the
Anderson
Amendment.

Background of the Recapitalization, page 35

5. We note the new disclosure on page 38 stating that "Houlihan
expressed its view that the December 2nd Proposal was not
sufficiently beneficial to our common shareholders, and should not
be
accepted."  Please discuss the specific reasons for which Houlihan
felt the Proposal was not sufficiently beneficial to your common
shareholders.  Also, at the end of the "Background of the
Recapitalization" section, where you discuss the proposed
transactions that you are now inviting shareholders to vote upon,
explain how the proposed transactions address or avoid the
specific
issues Houlihan believed to be objectionable.

6. We note your response to comment 23.  Regardless of whether you
provide the compensation consultant`s report and consent, please
supplementally explain to us how you believe your document
complies
with Item 1015(b) of Regulation M-A, as required by Item 14(b)(6)
of
Schedule 14A, with the limited amount of information you currently
disclose about the compensation consultant.  This Item appears to
apply to your proxy statement by virtue of Item 14(a)(2), because
you
will be acquiring the securities of GMSP and Mr. Stallings.

Historical Stock Price Performance, page 52

7. We note that pursuant to comment 26, you now clarify that
Sanders
Morris looked at nonstandard auto insurance companies that had
market
capitalizations of less than $750 million.  You then list the
seven
companies it included in the analysis.  Please state whether these
seven companies constitute all of the nonstandard auto insurance
companies having market capitalizations of less than $750 million.
If not, identify the companies that fit this description but were
not
included in the analysis, and explain why they were not included.
Also, explain to us supplementally, and in your filing if
appropriate, why Mercury General Corp. and Progressive Corp., two
companies identified on page 57 of the materials you provided in
response to comment 25 as being in your "Core Comparison Group,"
were
not included in any of the analyses.

8. We reissue comment 27 in part.  Please clarify the relationship
between GAINSCO`s historical stock performance and the fairness of
the transaction.  If there is no relationship, you should
explicitly
state that fact.  For example, was the only purpose for the
historical stock price analysis to assess whether the market
believed, prior to announcement of the transactions, that GAINSCO
would somehow emerge successfully from its liquidity problems?  If
so, please make that fact clear.

Security Ownership of Certain Beneficial Owners and Management,
page
71

9. Please identify the natural persons who are the beneficial
owners
of the shares held by Water Island Capital LLC.

Employee Benefit Plans, page 106

10. We note your response to comment 42.  Please note that that
comment was concerned not with the Employment Agreements Proposals
disclosure but, rather, with the "Employee Benefit Plans"
disclosure
on page 95 of your initial proxy statement, now page 106 of
amendment
1.  Since it appeared that you were presenting the type of
information described by Item 201(d) of Regulation S-K, our
comment
asked you to include the table required by this Item as discussed
in
the adopting release.  We note your explanation that you are not
technically required to include Item 201(d) information in this
proxy
statement.  We also note, however, that Item 12 of Form 10-K does
require Item 201(d) disclosure.  Your annual meeting proxy
statement,
filed on 4/23/04, from which page 43 of your 2003 Form 10-K
incorporates by reference the Item 12 information, does not
include
the table.  The disclosure on page 20 of the annual meeting proxy
statement is identical to the disclosure in the special meeting
proxy
statement.  Please supplementally confirm for us that your 2004
Form
10-K will include the table, either directly or through
incorporation
by reference, or explain to us why you do not believe such a table
is
necessary.

KPMG Opinions, pages VIII-2 and IX-19

11. We note the statements at the end of both KPMG opinions that
"any
person or persons other than GAINSCO cannot rely upon this
opinion."
Please delete these statements, or revise them to explicitly state
that GAINSCO shareholders can rely on the opinions.

FORM 10-K

12. We note your response to comments 40 and 41.  In your next
response letter, please provide the proposed disclosure you intend
to
use in future filings.

9/30/04 FORM 10-Q

Interest Rate Risk, page 36

13. In your future periodic filings, please provide the
quantitative
information about market risk described in Item 305(a) of
Regulation
S-K, as required by Part I, Item 3 of Form 10-Q.

*	*	*

	As appropriate, please amend your proxy 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 response
letter
with your amendment that keys your responses to our comments.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	Please contact Greg Belliston at (202) 824-5219, Suzanne
Hayes
at (202) 942-1789, or me at (202) 942-1840 with any other
questions.

							Sincerely,

							Jeffrey Riedler
							Assistant Director

cc:	Byron F. Egan
	Jackson Walker L.L.P.
	Bank of America Plaza
	901 Main Street, Suite 6000
	Dallas, TX 75202

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Glenn W. Anderson
GAINSCO, Inc.
December 7, 2004
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