SecProbe.io

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<TYPE>LETTER
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October 12, 2005

Jack Draper
President
Firstplus Financial Group, Inc.
5100 N. O`Connor Boulevard
6th Floor
Irving, TX  75039

      Re:	Firstplus Financial Group, Inc.
		Revised Preliminary Proxy Statement on Schedule 14A
Filed October 11, 2005
		File No. 1-13753

Dear Mr. Draper:

      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 a 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.

Schedule 14A

Security Ownership of Certain Beneficial Owners and Management
1. We reissue comment 16 in part.  Please revise the last sentence
in
the first paragraph as previously requested, with respect to The
FPFX
Shareholder Value Committee since that committee has filed a
Schedule
13D.  As currently drafted, your disclosure states that that
committee has not made the required filing.
2. Refer to your disclosure regarding the additional committee.
If
you believe additional shareholders have formed a group, then
please
provide us additional information in this regard.  Based upon
public
information, it is unclear whether a group has been formed as you
state in your disclosure.
3. It appears from each of the preliminary proxy statement and the
Schedule 13D amendment filed by The FPFX Shareholder Value
Committee
on October 6, 2005, that Mr. Gulenyan is no longer part of the
committee.  Please revise the table to update the disclosure
accordingly.

Form of Proxy
4. We reissue comment 17 because:  (1) your "for" box does not
indicate that it is a box "for all"; and (2) you do not indicate
that
if security holders wish to withhold votes for particular
nominees,
they must check the "for" box and then withhold votes by writing
in
names of the particular nominees below.  We are concerned that a
security holder would check the "withhold for all" box and then
write
in names below.  It is unclear how that proxy would be voted.
Please
see the sample proxy in Exchange Act Release No. 31326 (October
16,
1992), cited in our prior comment.

Closing Comments

      Please amend the Schedule 14A promptly to comply with our
comments.  In addition, provide a letter keying your responses to
the
comments, and provide any requested supplemental information.  If
you
believe complying with these comments is not appropriate, tell us
why
in your letter.  The response letter should be uploaded to EDGAR,
with the form type label "CORRESP" and linked to the Exchange Act
file number.  We may have comments after reviewing revised
materials
and your responses.

      You should contact the undersigned at (202) 551-3619 for
assistance with respect to the foregoing comments and your proxy
materials.  Direct all correspondence to the following ZIP code:
20549-3628.

Sincerely,

Daniel F. Duchovny
Attorney-Advisor
Office of Mergers and Acquisitions

cc:  Doug Berman, Esq. (via facsimile: (214) 855-4300)
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Jack Draper
Firstplus Financial Group, Inc.
October 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

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