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CORRESP
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Douglas M. Berman

(214) 855-4149

dberman@jenkens.com

            Jenkens & Gilchrist

A PROFESSIONAL CORPORATION

1445 ROSS AVENUE

SUITE 3200

DALLAS, TEXAS  75202

(214) 855-4500

FACSIMILE (214) 855-4300

www.jenkens.com

AUSTIN, TEXAS
 (512) 499-3800

CHICAGO, ILLINOIS
 (312) 425-3900

HOUSTON, TEXAS
 (713) 951-3300

LOS ANGELES, CALIFORNIA
 (310) 820-8800

SAN ANTONIO, TEXAS
 (210) 246-5000

WASHINGTON, D.C.
 (202) 326-1500

            November 14, 2005

VIA EDGAR FILING

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549-3628

            Attention:

            Daniel F. Duchovny, Attorney-Advisor

            Office of Mergers and Acquisitions

            Re:

            FIRSTPLUS Financial Group, Inc.

            Definitive Additional Materials

            Filed October 25, 2005

            File No. 1-13753

Ladies and Gentlemen:

On behalf of FIRSTPLUS Financial Group, Inc. (the “Company”), we are transmitting via EDGAR to the Securities and Exchange Commission (the “Commission”) the following responses of the Company to the comments of the Commission’s staff (the “Staff”) as set forth in the letter of Daniel F. Duchovny, Attorney-Advisor, Office of Mergers and Acquisitions, dated November 1, 2005 (the “Comment Letter”).

The responses herein are based on information provided to this firm by the Company.  As we discussed in a telephone conference on November 10, 2005 with Daniel F. Duchovny of Staff, many of the responses below refer the Staff to materials previously supplied supplementally or in the Company’s filings with the Commission.  For your convenience, we have repeated each comment prior to the response.

            1.

            Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief.  In any future materials, clearly characterize any statements of belief or opinions as such. Support for opinions or beliefs should be self-evident, disclosed in the

additional soliciting materials or provided to the staff on a supplemental basis. We note, for example:

            •

            Your description of the proceeds of the sale of your interest in Capital Lending as having provided a three-fold return in a relatively short period of time (page 1 of the letter to shareholders).

            •

            Your disclosure that your "base continues to improve" (page 1 of the letter).

            •

            Your disclosure that you are "confident in [your] strengths" (page 2 of the letter).

            •

            Your disclosure that the company is "once again on the move" and that this achievement is due to the efforts of a "committed and untiring" board of directors (page 5 of the letter).

            •

            Your disclosure that "FIRSTPLUS has within its reach opportunities that were unattainable several years ago. FIRSTPLUS has maintained and, in some cases, enhanced its network relationships and has received positive feedback from these relationships. . . . We believe that FIRSTPLUS can attain new heights" (page 5 of the letter).

            •

            Your disclosure that in 2003 the company received a "substantial return" on a small investment it had made (page 5 of the letter).

Provide support for these statements on a supplemental basis. Note that we may have further comments.

In response to the Staff’s comment, in any future materials, the Company will clearly characterize any statements of belief or opinions as such.  The Company informs the Staff that bullet points 1, 2 and 6 refer the Company’s investment in Capital Lending Strategies, LLC, which is described in detail in the Company’s proxy statement under the heading “Certain Relationships and Related Transactions.”

The Company informs the Staff that bullet points 3, 4 and 5 refer to the Company’s strategic plans discussed under the heading “Plan of Operation” in the Company Annual Report on Form 10-KSB filed with the Commission on September 22, 2005 (the “Form 10-KSB”).  For example, in connection with the Company’s bases for the statements in bullet points 3, 4 and 5, the Company stated:

“Primarily due to lack of funds, the Company has for the most part been in a dormant capacity for the past several years.  Since 1999, the Company has managed to avoid bankruptcy by negotiating with creditors and utilizing the anticipated but uncertain cash flow from an allowed unsecured claim against FPFI, more commonly known as the FPFG Intercompany Claim.  The Company's management has withstood the pressure from creditors and avoided bankruptcy primarily by assigning portions of the FPFG Intercompany Claim to various creditors.  However, the Company has maintained that one of its strategies has been to create value in the Company so that its prospects are enhanced for the future.  The Company has been active in seeking a platform for operations and has pursued several opportunities; however those opportunities were abandoned when the transactions did not meet the expectations of
the Company after further

examination and the Company learned of opposition to those transactions by certain shareholders.”

            2.

            On a supplemental basis, provide support for the company's available "opportunities" and, with a view toward disclosure, provide additional information regarding your future plans.  In this letter, you state that the "areas for opportunity may include buying an existing company, merging with a growing concern or entering into a joint venture." Is management and/or the board certain that such opportunities are available?

The Company informs the Staff that it intends to provide appropriate disclosures regarding any transactions the Company enters into at the appropriate time.  The Company has been engaged in a pursuit of available opportunities for several years.  In addition, there have been three previous transactions that the Company considered, two of which were ultimately abandoned.  Please see the disclosure under the heading “Certain Relationships and Related Transactions” in the Company’s proxy statement for a description of the Company’s transactions with Capital Lending Strategies, LLC.

While the Company continues to review the marketplace for opportunities, there are no current opportunities that are ripe for disclosure.  In stating that “areas for opportunity may include,” the Company was describing the market sectors it was evaluating, as opposed to a specific transaction it was evaluating, and the Company used the phrase “may include” to specify that it was not certain such opportunities would be available.  Information regarding the Company’s future plans are set forth in the Form 10-KSB under the heading “Plan of Operation.”

            3.

            In future communications, where you make statements about the accomplishments of your board and officers over the past few years, it appears that you should balance these statements with information regarding the company's failure to file required annual and periodic reports during that time. In addition, where you make statements such as "[t]he minimal activity of FIRSTPLUS, driven by the dearth of working capital, also militated against incurring the expense of calling a shareholders meeting," etc., it appears that you should also inform security holders of other material reasons why the company has not or could not hold a meeting. For example, the company could not hold an annual meeting because it could not provide audited financial statements.

The Company hereby informs the Staff that in future communications, where it makes statements about the accomplishments of its board and officers over the past few years, where applicable, it will balance these statements with information regarding the Company's failure to file required annual and periodic reports during that time.  In addition, the Company will also inform security holders of other material reasons why the Company has not or could not hold a meeting, including, for example, that the Company could not hold an annual meeting because it could not provide audited financial statements.

            4.

            Refer to the "home" page on your website, www.firstplusgroup.com.  Provide us support for the statements in the penultimate paragraph of the letter to security holders and revise the website in accord with comment one above.

            The penultimate paragraph of the letter to security holders reads as follows:

“FIRSTPLUS is prepared to re-enter the market place with the confidence to succeed.  We have a solid network and alliances in major markets that have been anticipating our reemergence. The consumer finance industry has been profiting over the past few years and FIRSTPLUS is prepared to engage in that market. Some shareholders refuse to visualize the enormous possibilities and resources available to FIRSTPLUS.  Our only response to those nonbelievers is simply this, we started this company with two people and a vision.  Within a few short years we ascended to the pinnacle of the consumer finance industry.  That is the company that our shareholders invested in.”

In response to the Staff’s comment, the Company points to the following statements in the Form 10-KSB under the heading “Description of Business”:

“FIRSTPLUS Financial Group, Inc. (the “Company”) was incorporated in 1994 in the State of Nevada.  The Company was a diversified consumer finance company that originated, serviced, and sold consumer finance receivables.  The Company operated through various subsidiaries until 1998 when macroeconomic factors adversely affected financial markets and largely destroyed the industry’s access to the capital markets.  Without access to working capital, the Company’s ability to provide consumer-based products evaporated and, like virtually all its competitors, it saw its business liquidated to satisfy obligations.  The Company’s principal operating subsidiary, FIRSTPLUS Financial, Inc. (“FPFI”), engaged in the business of originating, purchasing, marketing and servicing home equity loans.  Prior to the collapse of the financial markets, its primary loan
product was a credit consolidation or home improvement loan, which was generally secured by a second lien on real property (commonly referred to as a “high loan to value” or “HLTV” loan).  Over the course of many years, FPFI originated billions of dollars of loans.  By 1998, FPFI had attained a market leadership position in the HLTV loan business.”

In addition, the Company points to the following statements in the Form 10-KSB under the heading “Plan of Operation”:

“Primarily due to lack of funds, the Company has for the most part been in a dormant capacity for the past several years.  Since 1999, the Company has managed to avoid bankruptcy by negotiating with creditors and utilizing the anticipated but uncertain cash flow from an allowed unsecured claim against FPFI, more commonly known as the FPFG Intercompany Claim.  The Company's management has withstood the pressure from creditors and avoided bankruptcy primarily by assigning portions of the FPFG Intercompany Claim to various creditors.  However, the Company has maintained that one of its strategies has been to create value in the Company so that its prospects are enhanced for the future.  The Company has been active in seeking a platform for operations and has

pursued several opportunities; however those opportunities were abandoned when the transactions did not meet the expectations of the Company after further examination and the Company learned of opposition to those transactions by certain shareholders.”

            5.

            It appears that the information on your website, particularly the "home" page, is soliciting material that should have been filed on the date of first use as required by Rule 14a-12 or Rule 14a-6. Note that Rule 14a-12 applies to communications made prior to the filing of your definitive proxy, and Rule 14a-6 applies to communications after the definitive proxy is filed. File the letter to shareholders in EDGAR under the appropriate Rule. Also confirm that all future written communications, including any scripts used in the solicitation of proxies, will be filed on the date of first use.

In response to the Staff’s comment, the Company has filed the letter to shareholders with the Commission via EDGAR pursuant to Rule 14a-6.  The Company hereby confirms that all future written communications, including any scripts used in the solicitation of proxies, will be filed on the date of first use.

            6.

            Refer again to your website. We remind you that you must avoid statements that directly or indirectly impugn the character, integrity, or personal reputation or make charges of illegal or immoral conduct without factual foundation. In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a-9. On a supplemental basis, provide us support for the statements in the third through ninth paragraph of the letter on your "home" page.

The Company hereby provides support of the statements in the third through ninth paragraphs of the letter previously on its “home” page.  For your convenience, we have numbered and repeated each such paragraph prior to the response.  As we discussed in a telephone conference on November 10, 2005 with Daniel F. Duchovny of Staff, many of the responses below refer the Staff to materials supplied supplementally.

            (3)

            It has come to our attention that inaccurate and unauthorized information has been released without supporting factual data. When this occurs speculation runs rampant, opinions are formed and conjecture becomes misleading facts.

As we have discussed with the Staff, it has come to the Company’s attention that in violation of Rule 14a-3(a), among other rules, a committee of one or more individuals calling itself the FPFX Steering Committee (the “Steering Committee”) has been disseminating materials (the “Updates”) to Company shareholders in an effort to influence, or even conduct, the election for the Company’s board of directors.  These Updates have not been authorized, approved or reviewed by the Company prior to their publication and dissemination by the Steering Committee.  The Updates often contain false and misleading information regarding the Company and its former business.  For example, many of the Updates refer to loan pools and reserves owned by the Company.  However, the publicly available documents for FirstPlus Financial, Inc.’s (“FPFI”) bankruptcy
proceedings clearly indicate that (1) residual assets relating

to securitization transactions were property of FPFI, not the Company, and (2) the Company has no operations with respect to, or any control over, the securitized loans.

            (4)

            I do not monitor, participate in or post comments in internet chat rooms, but what has been brought to my attention is just short of shameful. Truth and accuracy seem to have become the casualties. In our communications with shareholders, it appears that the chat room discussions are responsible for a great deal of confusion as to FIRSTPLUS, including:

            •

            which entity filed bankruptcy,

            •

            a misunderstanding of the trustee responsibilities for the Grantor Trust established by FIRSTPLUS,

            •

            serious misinformation regarding creditor claims,

            •

            a lack of understanding of FIRSTPLUS’ role in the previously securitized loan pools that had been sold in the marketplace, and

            •

            unfounded accusations about current management.

The following are brief examples of statements supporting the statements made in the bullet points above.  The Company has only provided one or two examples per stat