October 28, 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 October 24, 2005 by The FPFX Shareholder Value Committee
		File No. 1-13753

		Schedule 13D
Filed August 26, 2005, as amended October 6, 2005, by The FPFX
    Shareholder Value Committee
		File No. 5-47527

Dear Mr. Martin:

	We have reviewed your filing and have the following comments.

Schedule 14A
1. We have reviewed the materials you provided supplementally and
we
continue to believe that the FPFX Steering Committee was engaged
in
the solicitation of proxies with respect to the shareholder
meeting
currently scheduled for November 16 since, at least, the date on
which the state court ordered that a special meeting of
shareholders
of FirstPlus Financial be held.  We note, for example:
* The emails consistently solicit contributions to fund the
litigation expenses to bring suit against the company and compel
the
meeting.
* In the update dated April 16, 2005, there is a section titled
"We
need to win the election!" and, in this section, the email refers
to
the need to have more than 50% of the vote to elect directors
representing the interests of shareholders and the then-holdings
of
over 60% of the shares by the shareholders receiving the updates.
* The update dated May 12, 2005 states, in a section entitled
"Court
Hearing for Friday, May 13th is Delayed," that "we are asking that
the opposing slate of Directors be included in the Proxy that
FirstPlus will mail out..." and that "...our team will begin
working
on the proxy material..."
* Statements made by the petitioners in a July 15, 2005 motion
filing
(in connection with the court action seeking an order to hold a
special meeting of security holders) that the company was seeking
to
frustrate the petitioners` ability to finalize and deliver their
proxy.
* In the same motion, we note statements made the petitioners to
the
effect that the company was refusing to pay for the printing and
mailing of the proxy materials supporting the petitioners`
director
nominees.
* The update dated June 10, 2005, states, in a section entitled
"Good
News!," that "If we successfully elect a new Board of
Directors..."
* The entire discussion under the heading "Who to Nominate in the
Upcoming Elections?" in the July 19, 2005 update.
* Your statement in the August 7, 2005 update that "We will a
Shareholder slate that will run in opposition to FirstPlus
nominees..."
We note that all committees appear to be working together toward
the
common goals of having a shareholders meeting and electing new
directors.
Note that the term "participant" includes any person who finances
or
joins with another to finance the solicitation of proxies, except
for
persons who contribute no more than $500 and who are not otherwise
participants.  Refer to Instruction 3 to Item 4 of Schedule 14A.
Thus, it appears you should revise your proxy statement and
provide
the following additional filings and information:
* Revise the proxy statement to include all of the members of the
Steering Committee and any person who contributed more than $500
to
the Steering Committee as a participant in the proxy statement,
* Revise the proxy statement to provide all disclosure required
under
Schedule 14A for each newly-added participant,
* File an amendment to your Schedule 13D to make the necessary
related revisions, include all members of the group that has been
formed, as discussed above, Revise your 13D to bring it up to date
from the date this group was formed.  Include all information to
reflect any information that would have been included in any
amended
filings that the group should have filed from the time it should
have
filed its initial Schedule, and
* File all communications disseminated since the court order was
issued by any member of your group as definitive additional
soliciting materials under Rule 14a-12.
* File all communications disseminated since the court order was
issued by any member of your group on Internet chat rooms such as
Raging Bull.  Note additionally that any future soliciting
materials
used prior to the delivery of definitive proxy materials must be
filed no later than the date first sent or given to shareholders.
Refer to Rule 14a-12(b).  In addition, any future written
soliciting
material, including any emails, postings to chatrooms or to your
website, and scripts to be used in soliciting proxies over the
telephone, should comply fully with the disclosure and filing
requirements of Rules 14a-6(c) and 14a-12.
2. In the proxy statement, you state, "This proxy solicitation is
being made by the FPFX Shareholder Value Committee, and not by the
FPFX Steering Committee.  The FPFX Shareholder Value Committee is
separate and distinct from the FPFX Steering committee."  As it
appears that both committees are engaged in this solicitation, you
should revise the proxy accordingly.  In addition, you state, "The
FPFX Steering Committee is not intending to solicit proxies and
the
newsletters are not intended to be solicitation for a proxy or
vote
of any kind."  As the newsletters appear to be solicitation in
connection with this election, clarify this language.
3. Provide us supplemental information about how many shareholders
provided funds to the Shareholder Action Fund and how much each
shareholder contributed to the Shareholder Action Fund.
4. It appears from the electronic mail correspondence you provided
supplementally to us that you requested security holders to fill
out
a form to acknowledge their membership in the Steering Committee.
See the second page of the update dated November 19, 2000.  Please
provide us a copy of the form of this correspondence and any other
correspondence though which security holders became members of the
Steering Committee or any other committees.
5. With respect to the email updates, 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.  Note that the factual foundation for such
assertions must be reasonable and the factual basis must be
disclosed
in the document or provided to the staff on a supplemental basis.
Refer to Rule 14a-9.  We note the following examples:
* You imply that the board is acting improperly by stating (in
your
April 16, 2005 update) that the current directors of the company
do
not "truly represent" the interests of the shareholders.  In the
same
update, you make a similar implication under the heading
"Shareholder
Contributions Still Needed."
* You imply that the board is acting improperly by stating (in
your
May 12, 2005 update) that "We are all aware of what FirstPlus
CEO...
and Directors... did by adding two more Trustees just before a
$3.87
million check was to be distributed to the `Grantor Trust.`"
* You state in your June 23, 2005 update) that the actions of
FirstPlus`s board of directors in appointing two additional
trustees
to the Grantor Residual Trust were "highly irregular and/or
illegal."
* You state, in the same June 23 update, that the FirstPlus
board`s
and president`s actions are designed to "entrench themselves at
the
expense of the Shareholders.  There are many other untruths and
misdeeds which we do not want to get into in this Update."
* You state, in the same June 23 update, that you "hope an
election
of new directors will put an end to Shareholder injustice."
* You imply in the July 19, 2005 update (and other updates) that
the
current directors of FirstPlus are "evil" and that board members
are
not fulfilling their fiduciary duties when you state that "Evil
succeeds when good men do nothing.  Time for good men to do
something!"
* In the August 1, 2005 update, where you solicit funds from
security
holders to pay for litigation expenses, you provide support for
why
the contributions are "worth it", noting "7.9 million in cash
waiting
to be distributed to . . . . FPFX Shareholders and Creditors of
FirstPlus, with more distributions on the way," "putting a stop to
other misdeeds," and you add, "After the election of new
Directors,
who knows what other assets may be discovered and/or recovered."
You
may not imply that by electing your directors, shareholders may
receive some additional monetary windfall where you have no basis
for
making such statements.  Avoid all such statements in future
filings
and provide support for the monetary values you provide and the
references to "misdeeds."

Provide us supplemental support for your assertions.  Also,
confirm
that you will not make these types of statements in future
soliciting
materials and confirm your understanding of the limitations
imposed
by Rule 14a-9.
6. In several of the updates (including, for example, the April
16,
2005 update), you state that contributions made by shareholders
are
more valuable than $.005 per share.  You also state that FirstPlus
shareholders can expect a significant distribution from the
various
trust funds, which implies that the shares of FirstPlus are
undervalued.  The inclusion of valuations in proxy materials is
only
appropriate and consonant with Rule 14a-9 when made in good faith
and
on a reasonable basis.  Valuation information must therefore be
accompanied by disclosure which facilitates security holders`
understanding of the basis for and limitations of the valuation
information.  You have chosen to include these value assessments
in
proxy soliciting materials.  As a result, you must include
supporting
disclosure of the kind described in Exchange Act Release No. 16833
(May 23, 1980).  Provide us support for valuations made to date
and
your basis for asserting that these funds may be returned to
security
holders.  Avoid similar statements in future filings.
7. We note your statement, here and in the section titled "Reasons
for the Solicitation," that your nominees will attempt to "salvage
the substantial value" of the company that still remains and
return
that value to the shareholders.  Please balance this type of
assertion, throughout your proxy statement, with disclosure that
you
are not merely holding FirstPlus securities to recoup value but
you
also continue to purchase and sell securities.

Letter to Shareholders
8. We note your disclosure that your committee has nominated four
individuals for director positions on the company`s board of
directors.  We also note that article Eleventh of the company`s
articles of incorporation restricts the nomination of candidates
by
shareholders to the meeting.  Please clarify here (and elsewhere
in
the proxy statement, as necessary) that your proxy statement
serves
as your notice to nominate candidates for director at the meeting
and
that you will actually make the nominations at the meeting, in
compliance with the company`s articles of incorporation.
9. We note your disclosure in the sixth bullet point regarding the
company`s statements about the likelihood that the company would
reconstitute its previous businesses.  Clarify whether any members
of
your group were involved in efforts to prevent the company from
pursuing operational business activities, including any
transactions
involving other operating entities.
10. We note your statement that during the last seven years the
company has failed to hold shareholder meetings as required by
Nevada
law.  It appears that section 78.345 of the Nevada Revised
Statutes
provides for a remedy in the event a meeting is not held for 18
months, but does not appear to require that a meeting be held.
Please tell us your basis for the statement or revise it
accordingly
here and, as necessary, elsewhere in the proxy statement.

Reasons for the Solicitation, page 4
11. We note your statement that the engagement of the company`s
auditors is limited to an audit of the company`s balance sheet for
fiscal year 2004 and of the income statements for fiscal years
2003
and 2004, which leaves a "black hole" from October 1, 1994 through
December 31, 2002.  Provide support for your statement that the
company has not had audited financial statements since 1994.  We
note, for example, that the company filed audited financial
statements for fiscal years 1996 and 1997.  Also, it has come to
our
attention that the state court ordered the company to obtain
audited
financial statements that would allow the company to mail a proxy
statement, which would be limited to an audited balance sheet for
fiscal year 2004 and audited income statements for fiscal years
2003
and 2004.  Please clarify your disclosure in this respect.




Proxy Solicitation and Expenses, page 13
12. We note your statement that the costs of the proxy
solicitation
are being borne by the committee, except for up to $20,000 to be
paid
by the company.  We also note that the FPFX Steering Committee
requested funds from FirstPlus security holders in connection with
the protection of shareholders` rights (distribution on August 23,
2005).  If any funds contributed by security holders were
requested,
have been used or will be used for purposes of the proxy
solicitation, please revise your disclosure accordingly.  In this
regard, it appears that costs related to litigation necessary to
have
the court compel the meeting are costs "in furtherance of, or in
connection with" this solicitation and should be disclosed
pursuant
to Item 4(b) of Schedule 14A.  See the Instruction to Item 4(b).

Information concerning the Participants, page 13
13. Please clarify that Mr. George T. Davis, besides having been a
past director of the company, has also served as the trustee of
the
FirstPlus Financial Group, Inc. Grantor Trust.

The fpfx.org website
14. Please revise the website you are developing to comply with
these
comments.
15. Refer to the "After you vote" questionnaire on the website.
Please tell us why you are collecting personal data from FirstPlus
shareholders and tell us your plans regarding any follow-up,
personal
solicitations.  We remind you that any such written
communications,
including scripts, must be filed on EDGAR as soliciting materials.
Refer to Rule 14a-6(c).

Schedule 13D
16. In addition, it appears that your group may include numerous
additional security holders, who may also be participants in the
proxy solicitation, including, but not limited to, all persons who
contributed money to the litigation fund and those who submitted
consents to be named as petitioners to file suit to compel the
shareholder meeting.  We note that you have segregated security
holders who contributed funds into a separate email group, the
"FPFX
Shareholder Action Fund," to which you send the "Contributors
Newsletter" (referenced several times, but specifically named in
your
July 8, 2005 email), that you monitor the holdings of and
membership
in the group, and that these persons report to you all purchases
and
dispositions.  Tell us whether all of the plaintiffs in the
shareholder suit to compel the meeting were or are members of the
group that has contributed money to the legal fund.  It appears
that
these members, particularly those who both contributed funds and
are
named as plaintiffs in the litigation, may be members of the group
discussed above.  Provide us your detailed legal analysis in this
regard.  In addition, revise the proxy statement, the website and
any
future communications where you solicit the support of others in
this
manner, to remind security holders of the requirements of
Regulation
13D-G and Regulation 14A, to the extent they contribute more than
$500 or otherwise participate in the proxy solicitation.
17. Refer to the Schedule 13D and its amendment, filed on August
26
and October 6, 2005, respectively.  Given the foregoing comments,
please effect the following actions.

* File an amendment that includes disclosure responsive to Item 2
with respect to the identity and other information regarding
members
of the group.
* File an amendment that includes disclosure responsive to Item 4
with respect to (a) the group`s plans regarding the acquisition or
disposition of additional securities of the company, (b) the
group`s
conduct of a contest for the election of the directors of the
company, (c) a change in the present board of directors, including
disclosure of the funds contributed to your group, in the name of
the
FPFX Shareholder Action Fund or otherwise, and (d) any change with
respect to the capitalization or dividend policy of the company,
including plans to effect distributions of the FPFG Intercompany
Claim.
* If applicable, file an amendment with respect to any material
change that occurs with respect to the facts set forth in your
current Schedule 13D, as amended.  Refer to Rule 13d-2(a).

Closing Comments

	In connection with responding to our comments, please
provide,
in writing, a statement from any filing person added in connection
with our comments acknowledging that:

* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the filing person may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.


	Please contact the undersigned at (202) 551-3619 for
assistance
with respect to the foregoing comments and your proxy materials.

Sincerely,



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

cc:  Nathan Jenkins, Esq. (via facsimile: (775) 829-0511)
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Danford L. Martin
The FPFX Shareholder Value Committee
October 28, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE