September 27, 2005

Danford L. Martin
The FPFX Shareholder Value Committee
7 Egret Lane
Aliso Viejo, CA  92656

      Re:	Firstplus Financial Group, Inc.
		Revised Preliminary Proxy Statement on Schedule 14A
Filed September 22, 2005 by James T. Capretz, Robert D. Davis,
   George R. Eberting, Rupen Gulenyan, James P. Hanson and
   Danford L. Martin (The FPFX Shareholder Value Committee)
		File No. 1-13753

Dear Mr. Martin:

      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.

Schedule 14A

Reasons for Solicitation, page 6
1. We note your statement, and related support, relating to the
failure of the company to file tax returns for 2002, 2003 and
2004.
We also note that in your supporting documents, the tax return for
2002 is described as having been provided to you.  Please clarify
this discrepancy and, as necessary, revise your disclosure.

Proposal One, Election of Directors, page 8
2. We note your response to comment 18 and your inability to
expand
on your plans for any alliances and/or mergers.  We also note that
the company has recently filed its annual report on Form 10-K.
Please update your disclosure to comply with our previous comment.

Proxy Solicitation and Expenses, page 15
3. Refer to prior comment 10.  Please provide us with the
necessary
access to your website.  Also, tell us whether a password will be
required once the site is completed.

Form of Proxy
4. 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.  We suggest that
you
refer to the form of proxy attached to Exchange Act Release No.
31326
(October 16, 1992) and revise the proxy card so that it follows
that
format.

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:  Nathan Jenkins, Esq. (via facsimile: (775) 829-0511)
??

??

??

??

Danford L. Martin
The FPFX Shareholder Value Committee
September 27, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE