SecProbe.io

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                       [Letterhead of Jenkens & Gilchrist]

                                 October 7, 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.
             Preliminary Proxy Statement on Schedule 14A (the "Proxy Statement")
             Filed September 22, 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 revised Schedule 14A (Amendment No. 1) of the Company (the
"Amended Proxy Statement"). In addition, we are transmitting to 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 September 28, 2005
(the "Comment Letter"). We have also attached hereto as Annex A the
acknowledgment of the Company requested in the third paragraph under the heading
"Closing Comments" in the Comment Letter.

         The responses herein are based on information provided to this firm by
the Company. The Amended Proxy Statement incorporates changes responsive to the
comments set forth in the Comment Letter. For your convenience, we have repeated
each comment prior to the response.

Schedule 14A

General

1.       The filing bears an incorrect EDGAR header identification tag. This
         preliminary proxy statement should have been filed with a header
         identification tag of PREC14A. Please fax a request for this header
         identification tag to be corrected to the attention of Sylvia Pilkerton
         in the Office of Edgar

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         and Information Analysis at (202) 772-9216. Please be certain your
         revised preliminary proxy statement is correctly tagged.

         The Company has faxed a request for the header identification tag of
         PREC14A. A copy of the request is attached hereto as Annex B.

2.       Since there will be an election contest at your annual meeting, you
         should revise the notice and letter to shareholders, and other
         appropriate portions of your preliminary proxy statement to adequately
         and accurately apprise shareholders of the election contest. Refer to
         Exchange Act Rule 14a-9.

         In response to the Staff's comment, the Company has revised the Notice
         of 2005 Special Meeting of Shareholders & Proxy Statement, Letter to
         Shareholders to apprise shareholders that a group of shareholders
         affiliated with the petitioners in the Court Action described in the
         Proxy Statement has indicated its intention to initiate a proxy
         solicitation to elect a slate of four persons selected by them to the
         Board of Directors. Other appropriate portions of the Amended Proxy
         Statement address this intention to initiate a proxy solicitation,
         specifically in the sections entitled "Questions and Answers--Why am I
         receiving this special meeting information and proxy?", "Questions and
         Answers--Who pays the costs of proxy solicitation?", "Election of
         Directors" and "Other Matters to Come Before the Meeting--Other
         Matters; Opposing Solicitation".

Questions and Answers - Why am I receiving this special meeting information and
proxy?

3.       We note your disclosure that the company has not held an election of
         directors "in more than eighteen months since the last election of
         directors." It appears from your filings with the SEC that you have not
         held an election of directors for a period significantly longer than 18
         months. Please provide us support for your assertion or revise the
         disclosure as necessary. We note additionally that the disclosure cited
         above appears to be contradicted by disclosure in the first paragraph
         of the section caption "Corporate Governance-Structure of the Board of
         Directors."

         In response to the Staff's comment, the Company has amended the
         disclosure to clarify the fact that the petitioners in the Court Action
         described in the Proxy Statement have asked the court to compel an
         election since Nevada law allows a court to compel an election if a
         company has not held an election of directors in more than eighteen
         months since the last election of directors and, since the Company last
         held a shareholder meeting in 1998, the Company agreed to treat the
         lawsuit as a valid request for a special meeting by shareholders in
         accordance with the Company's bylaws. This revision also clarifies any
         apparent contradiction with the first paragraph in the section entitled
         "Corporate Governance--Structure of the Board of Directors."

Questions and Answers - How do I vote my shares?

4.       Please revise the last paragraph of this answer to clarify that
         security holders who have already returned a proxy card may revoke the
         proxy by delivering a later dated proxy card.

         In response to the Staff's comment, the Company has revised the last
         paragraph of this answer to state that a person who has already
         returned a proxy card may revoke the proxy by delivering a later-dated
         proxy card.

Questions and Answers - May I vote in person at the meeting?
<PAGE>

5.       Please revise your proxy statement to disclose the Internet voting site
         to which security holders are referred by this answer. If a password is
         necessary to access the site, please provide the password
         supplementally.

         The Company has revised the Proxy Statement to delete the reference to
         the Internet voting site, which was inadvertently described in the
         Proxy Statement as there will not be Internet voting in connection with
         the Special Meeting.

Questions and Answers - Who pays the costs of solicitation?

6.       Please confirm that you will file all written soliciting materials,
         including scripts and outlines used to solicit proxies by telephone.
         Also, please tell us the manner in which Mellon Investors Services and
         Buck Consultants may solicit votes by personal interview and electronic
         means. We may have further comment.

         The Company has informed us that it confirms that it will file all
         written soliciting materials, including scripts and outlines used to
         solicit proxies by telephone. Mellon Investor Services has informed the
         Company that it currently has no formal plans to solicit votes by email
         or personal interview.

Proposal Number 1. Election of Directors

7.       Provide the disclosure required by Item 5(b)(1)(iii), (vi), (vii),
         (viii), (ix) and (xii) of Schedule 14A.

         The disclosure required by Items 5(b)(1)(iii), (vi), (vii), (viii),
         (ix) and (xii) of Schedule 14A is set forth in Annex A to the Amended
         Proxy Statement, with cross references to the text of the Amended Proxy
         Statement where appropriate.

         Item 5(b)(1)(iii) has not been specifically addressed as Item
         5(b)(1)(iii) states that a negative answer need not be included in the
         proxy statement or other soliciting material.

         The disclosure required by Item 5(b)(1)(vi) is set forth in Annex A to
         the Amended Proxy Statement in the section entitled "Information
         Regarding Transactions in the Company's Securities by the
         Participants".

         The disclosure required by Item 5(b)(1)(vii) is not applicable, as
         described in Annex A to the Amended Proxy Statement in the section
         entitled "Information Regarding Transactions in the Company's
         Securities by the Participants".

         The disclosure required by Item 5(b)(1)(viii) is set forth in Annex A
         to the Amended Proxy Statement in the section entitled "Miscellaneous
         Information Concerning Participants".

         The disclosure required by Item 5(b)(1)(ix) is set forth in the section
         entitled "Security Ownership of Certain Beneficial Owners and
         Management".

         The disclosure required by Item 5(b)(1)(xii) is set forth in the
         Amended Proxy Statement in the section entitled "Security Ownership of
         Certain Beneficial Owners and Management" and in Annex A to the Amended
         Proxy Statement in the section entitled "Information Regarding
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         Ownership of the Company's Securities by Participants".

8.       You state that "three of the nominees of the Board, Messrs, Fitzgerald,
         Freeman and Ward, are 'independent' as such term is defined by the
         Securities and Exchange Commission." Revise to clarify the standard you
         use to assess independence. For example, do you mean the NYSE
         definition you discuss In the "Director Independence" section, which is
         referenced to in Item 7(d)(3)(iv)(B) of Schedule 14A? Also, revise the
         "Director Independence" section to clarify the source of the standard
         you apply. We note that Item 7 requires you to disclose certain
         information regarding independence; however, Item 7 does not define
         these terms.

         In response to the Staff's comment, the Company has revised the second
         paragraph in the section entitled "Election of Directors" and the text
         in the section entitled "Corporate Governance--Director Independence"
         to include a specific reference to Item 303A.02 of the corporate
         governance rules of the New York Stock Exchange.

Certain Relationships and Related Transactions

9.       Please disclose the amount of the lease that Firstplus would pay if
         Capital Lending did not pay Firstplus's portion of the lease.

         In response to the Staff's comment, the Company has disclosed the
         amount of the lease that it would pay if Capital Lending did not pay
         the Company's portion of the lease for 2003 and 2004.

10.      Clarify the disclosure regarding the loan outstanding to Capital
         Lending. What are the terms of the loan? When was the loan made?

         In response to the Staff's comment, the Company has clarified the
         disclosure regarding the loan outstanding to Capital Lending by
         disclosing the interest rate, maturity date and payment history of the
         loan.

11.      Please revise the disclosure regarding the investment and
         cross-investment between Firstplus and Capital Lending to present it in
         chronological order. Currently your disclosure begins with a June 2002
         transaction and then describes 2001 transactions before describing 2003
         transactions.

         In response to the Staff's comment, the Company has revised the
         disclosure regarding the investment and cross-investment between the
         Company and Capital Lending to present it in chronological order.

12.      Clarify your disclosure regarding the reciprocal swap that took place
         in 2003. Also, provide additional background on the lawsuit disclosed
         in this section.

         In response to the Staff's comment, the company has clarified the
         disclosure regarding the reciprocal swap by simplifying the terminology
         of the "reciprocal swap" and clarifying the description of the economic
         consequences of the transaction. The Company also provided additional
         identifying information for the lawsuit discussed in this section,
         which is unrelated to the reciprocal swap, not an item to which Item
         404 of Regulation S-K is applicable and described in detail in the
         Company's Form 10-KSB for the fiscal year ended December 31, 2004.

13.      We note in the Executive Compensation section that Mr. Draper served as
         a trustee of the Firstplus Financial Group, Inc. Grantor Residual
         Trust. Please tell your basis for not disclosing
<PAGE>

         that relationship in this section.

         As we discussed with Daniel F. Duchovny of the Staff in a telephone
         conference on October 5, 2005, Item 404 of Regulation S-K does not
         apply to Mr. Draper serving as trustee of the FirstPlus Financial
         Group, Inc. Grantor Residual Trust. In addition, this arrangement is
         disclosed in the Proxy Statement in the section entitled "Executive
         Compensation", specifically in footnote 1 to the compensation table.

Independent Auditors

14.      Please describe the services comprising the fees of $15,046 included
         in the line item "All Other Fees" in the table in this section. Refer
         to Item 9(e)(4) of Schedule 14A.

         The Company has described the services comprising the fees of $15,046
         included in the line item "All Other Fees" in the table in the section
         entitled "Independent Auditors--Audit Fees" by stating that such fees
         consist of accounting fees paid to Daniel Erickson PC in connection
         with tax preparation services and that at the time of these services,
         the Company had not engaged an independent auditor.

Security Ownership of Certain Beneficial Owners and Management

15.      Please provide your disclosure as of a more recent date.

         The Company has provided its disclosure as of October 6, 2005, and the
         Company intends to update such information if appropriate prior to
         filing its definitive proxy statement.

16.      Revise the last sentence of the first paragraph of this section to
         refer to the proxy statement, not an annual report on Form 10-K. Also,
         we note that the committee did file a Schedule 13D with respect to its
         ownership of securities on August 26, 2005, which is properly disclosed
         in footnote 6 to the table in this section. Revise your disclosure
         accordingly.

         The Company has revised the first paragraph of this section to remove
         references to Form 10-KSB and to reference the Proxy Statement instead.

         In addition, the Company has clarified the paragraph to clarify that
         there is an additional purported "committee" of shareholders who
         constitute part of the petitioner group, in the Court Action in
         addition to the purported "committee" listed in the table in this
         section, which has not filed a Schedule 13D.

Form of Proxy

17.      We note that your form of proxy does not provide instructions on how
         security holders may vote for some of your nominees and withhold
         authority to vote for your remaining nominees as required by Rule
         14a-4(b)(2). See the form of proxy attached to Exchange Act Release No.
         31326 (October 16, 1992) for an example of an appropriate format.

         The Company has revised its form of proxy to provide instructions on
         how security holders may vote for some of the nominees and withhold
         authority to vote for the remaining nominees by stating "You may
         withhold authority to vote for one or more nominees by writing the name
         of the nominee(s) below" in accordance with Exchange Act Release No.
         31326.
<PAGE>

Closing Comments

         The Company acknowledges the Commission's comments. These general
comments have been noted and/or complied with to the extent applicable to the
Amended Proxy Statement.

         Please do not hesitate to call the undersigned at the number referenced
above if