As filed with the Securities and Exchange Commission on August 21, 1998
                                                Registration No. 333-___________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                         FIRSTPLUS FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)
             Nevada                                               75-2561085
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

       1600 Viceroy, 8th Floor
             Dallas, Texas                                          75235
(Address of principal executive offices)                          (Zip Code)
                             -----------------------

              Amended and Restated FIRSTPLUS Financial Group, Inc.
                          1998 Long-Term Incentive Plan
                    Restricted Stock Grants to Jack Roubinek
                   Stock Option Agreement for Veretta Anderson
                     Stock Option Agreement for Rich Bailey
                   Stock Option Agreement for William P. Benac
                      Stock Option Agreement for Mark Blinn
                      Stock Option Agreement for Ron Conner
                    Stock Option Agreement for Charles Coons
                   Stock Option Agreement for Michael Dillman
                Stock Option Agreement for William G. Eisenhauer
                     Stock Option Agreement for Kevin Gates
                  Stock Option Agreement for Linda L. Glidewell
                     Stock Option Agreement for John Griggs
                     Stock Option Agreement for Brent Hansen
                    Stock Option Agreement for John R. Hauge
                    Stock Option Agreement for William Homer
                    Stock Option Agreement for Stephen Ingram
                     Stock Option Agreement for Jeff Johnson
                  Stock Option Agreement for William G. Joiner
                     Stock Option Agreement for David Jones
                  Stock Option Agreement for Simone Lagomarsino
                     Stock Option Agreement for Scott Mackay
                    Stock Option Agreement for Valerie Martin
                     Stock Option Agreement for Robert Mirto
                  Stock Option Agreement for Richard W. Nelson
                  Stock Option Agreement for James M. O'Reilly
                     Stock Option Agreement for Kim Phillips
                     Stock Option Agreement for Terrie Reedy
                   Stock Option Agreement for Jeanne G. Selzer
                  Stock Option Agreement for Valerie R. Silvey
                    Stock Option Agreement for Craig L. Smith
                    Stock Option Agreement for Jon W. Stewart
                 Stock Option Agreement for Douglas P. Swindall
                     Stock Option Agreement for Lon Tibbatts
                Stock Option Agreement for Kenneth P. Weatherwax
                            (Full title of the plans)
                             -----------------------

                             Ronald M Bendalin, Esq.
                                 General Counsel
                         FIRSTPLUS Financial Group, Inc.
                             1600 Viceroy, 4th Floor
                               Dallas, Texas 75235
                     (Name and address of agent for service)

                                 (214) 599-6400
          (Telephone number, including area code, of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
<TABLE>
<CAPTION>
<S>                             <C>                            <C>                     <C>                   <C>             
========================================================================================================================
         Title of                    Amount               Proposed maximum          Proposed maximum        Amount of
     securities to be                to be                 offering price          aggregate offering     registration
        registered               registered (1)           per share (2)(3)            price (2)(3)           fee (3)
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par         2,710,500 Shares               $53.06                  $86,064,310           $25,389
value per share
========================================================================================================================
<FN>

<PAGE>

(1)      The  securities  to be  registered  include an  aggregate  of 2,710,500
         shares reserved for issuance,  including (i) 2,000,000  shares reserved
         for issuance under the Amended and Restated FIRSTPLUS  Financial Group,
         Inc. 1998  Long-Term  Incentive  Plan (the "Plan"),  (ii) 40,000 shares
         that  have  been  issued  or are  reserved  for  issuance  pursuant  to
         restricted stock grants to Jack Roubinek (the  "Restricted  Stock") and
         (ii) 670,500 shares  reserved for issuance  under the individual  stock
         option agreements listed above (collectively, the "Option Agreements").
(2)      Estimated solely for purpose of calculating the registration fee.
(3)      Calculated  pursuant to Rule 457(c) and (h) solely for the  purposes of
         computing the  registration  fee.  Accordingly,  the price per share of
         common stock offered hereunder and aggregate offering price pursuant to
         the Plan and the Option  Agreements are based upon (i) 2,000,000 shares
         of Common Stock  reserved for issuance  under the Plan, but not subject
         to outstanding stock options issued under any plan or option agreement,
         and 40,000 shares of the Restricted  Stock that have been either issued
         or reserved for issuance, at a price of $29.66, which is the average of
         the highest and lowest  price per share of Common Stock on the New York
         Stock Exchange,  Inc. on August 17, 1998, and (ii) the following shares
         of Common Stock  reserved for issuance  under the Option  Agreements at
         the following exercise prices:

              Number of Shares Subject to                       Exercise Price
         Outstanding Employee Share Options                      Per Share ($)
         ----------------------------------                     --------------


                    1,000                                             53.06
                   75,000                                             48.31
                   20,000                                             48.00
                    2,000                                             46.44
                    5,000                                             45.56
                    3,000                                             45.00
                  100,000                                             44.50
                    6,000                                             43.19
                   25,000                                             42.50
                    3,000                                             42.13
                    1,000                                             41.88
                   14,000                                             41.44
                    2,000                                             41.13
                   27,500                                             39.88
                    4,000                                             39.00
                    4,500                                             38.75
                   12,500                                             36.75
                    2,000                                             36.31
                    2,000                                             36.25
                    1,000                                             36.00
                  280,000                                             33.50
                   80,000                                             32.88
</FN>
</TABLE>






<PAGE>



                                     PART I

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*


--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428  under  the  Securities  Act of  1933  and the  Note to Part I of Form  S-8.
Included  in Part I of this  Registration  Statement  on Form  S-8 is a  reoffer
prospectus  concerning  reoffers  and resales of certain of the shares of Common
Stock registered hereby,  which is filed in reliance on General Instruction C to
Form S-8.



                                        2

<PAGE>



                                  16,000 SHARES
                         FIRSTPLUS FINANCIAL GROUP, INC.
                                  COMMON STOCK

         This Prospectus relates to an aggregate of 16,000 shares (the "Shares")
of Common Stock,  par value $0.01 per share (the "Common  Stock"),  of FIRSTPLUS
Financial Group, Inc. (the "Company"), which may be offered from time to time by
the Selling Shareholder.  See "Selling Shareholder." The Company will receive no
part of the proceeds from such sales. See "Plan of  Distribution."  All expenses
(other  than  commissions  and  discounts  of  underwriters,  dealers or agents)
incurred in  connection  with this  offering are  estimated to be  approximately
$2,500. All of such expenses will be paid by the Company.

         The Company has been  advised by the  Selling  Shareholder  that he may
sell all or a portion of the Shares offered by this Prospectus from time to time
(i) on the New York Stock  Exchange,  Inc. (the "NYSE") at prices  prevailing at
the time of such sales or at prices reasonably  related thereto,  (ii) otherwise
than on the  NYSE at  market  prices  prevailing  at the  time of the sale or at
negotiated  prices or (iii) by a combination  of the foregoing  methods of sale.
The Selling  Shareholder  and any broker,  dealer or other agent  executing sell
orders on behalf of the Selling  Shareholder may be deemed to be  "underwriters"
within the meaning of the  Securities  Act of 1933,  as amended (the "Act"),  in
which  event  commissions  received by any such  broker,  dealer or agent may be
deemed to be underwriting commissions under the Act.

         The Common  Stock of the Company is traded on the NYSE under the symbol
"FP." On August 17, the last  reported  closing price of the Common Stock on the
NYSE was $30.00 per share.

                               -------------------


          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                       REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.

                               -------------------

                 The date of this Prospectus is August 21, 1998.




                                        1

<PAGE>



                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance  therewith,  files  periodic  reports,  proxy  statements  and  other
information with the Securities and Exchange Commission (the "Commission"). Such
periodic reports,  proxy statements,  and other information can be inspected and
copied at the public reference  facilities  maintained by the Commission at Room
1024,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at the following
regional  offices of the  Commission:  New York Regional  Office,  7 World Trade
Center,  Thirteenth  Floor,  New York, NY 10048;  and Chicago  Regional  Office,
Northwestern  Atrium Center, 500 West Madison Street,  Suite 1400,  Chicago,  IL
60661.  Copies of such  material  can be obtained at  prescribed  rates from the
Public  Reference  Section  of  the  Commission  at  450  Fifth  Street,   N.W.,
Washington,   D.C.  20549.  Reports,  proxy  information  statements  and  other
information  regarding  registrants that file electronically with the Commission
can  be  obtained  at the  following  Web  site  maintained  by the  Commission:
http://www.sec.gov.

         The Company's Common Stock is traded on the NYSE under the symbol "FP."
Reports  and  other  information  concerning  the  Company  can be  obtained  by
contacting the New York Stock Exchange, Inc., at the following address: 20 Broad
Street, New York, NY 10005, telephone number (212) 656-3000.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended September 30, 1997.

         (2) The  Company's  Quarterly  Report on Form  10-QT/A  filed  with the
Commission for the transition period ended December 31, 1997.

         (3) The  Company's  Quarterly  Reports  on Form  10-Q  filed  with  the
Commission for the quarters ended March 31, 1998 and June 30, 1998.

         (4) The Company's Current Reports on Form 8-K and Form 8-K/A filed with
the Commission on May 29, 1998, May 5, 1998,  March 12, 1998,  February 5, 1998,
December 23, 1997, December 22, 1997 and December 19, 1996.

         (5) The description of the Common Stock of the Company set forth in the
Registration  Statement  on Form 8-A,  dated  January  5,  1998,  filed with the
Commission,  including any amendment or report filed for the purpose of updating
such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

         Any statement  contained in a document  incorporated by reference shall
be deemed to be modified or  superseded  for purposes of this  Prospectus to the
extent  that a statement  contained  hereby or in any other  subsequently  filed
document or in an accompanying prospectus supplement modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company undertakes to provide without charge to each person to whom
this  Prospectus  is delivered,  upon written or oral request of such person,  a
copy of all documents incorporated herein by reference, other than exhibits. All
requests for copies of such documents  should be directed to: Ronald M Bendalin,
FIRSTPLUS  Financial Group, Inc., 1600 Viceroy,  4th Floor Dallas,  Texas 75235,
telephone number (214) 599-6400.



                                        2

<PAGE>



                                   THE COMPANY

         FIRSTPLUS  Financial  Group,  Inc. is a  specialized  consumer  finance
company  that  originates,   purchases,  services  and  sells  consumer  finance
receivables.  The Company's primary loan product is a line of debt consolidation
or home improvement  loans secured by second liens on residential real property,
with  loan-to-value  ratios  typically  exceeding  100% ("High LTV Loans").  The
Company also originates, purchases and sells a variety of other loans, including
non-conforming  home equity loans ("Home Equity Loans"),  conforming  first lien
loans and personal  consumer loans. The Company sells  substantially  all of its
High LTV Loans through its securitization  program and retains rights to service
these loans.

         The Company relies principally on the  creditworthiness of the borrower
for repayment of High LTV Loans. The Company's  borrowers typically have limited
access to consumer  financing for a variety of reasons,  primarily  insufficient
home equity  values.  The  Company  uses its own credit  evaluation  criteria to
classify its applicants as "A+" through "D." The Company  currently  makes loans
only to  borrowers  it  classifies  as  "C+" or  better.  The  Company's  credit
evaluation  criteria include,  as a significant  component,  a credit evaluation
scoring  methodology  developed by Fair,  Isaac and Company,  a consulting  firm
specializing in creating  default-predictive  models through scoring  mechanisms
("FICO").

         The Company's principal  origination channel is its network of regional
independent   correspondent  lenders   ("Correspondents").   Correspondents  are
typically  commercial  banks,  thrifts or finance companies that do not have the
infrastructure  to hold and service  portfolios of High LTV Loans. The Company's
Correspondents  originate  loans  ("Correspondent  Loans")  using the  Company's
underwriting criteria and sell these loans to the Company.

         The Company  continues to expand its origination  channels  through the
use of telemarketing,  direct mail, national advertising and a nationwide retail
branch operation to originate loans directly to qualified  borrowers ("Direct to
Consumer Loans").  The Company is pursuing this strategy to continue to increase
its Direct to Consumer Loan originations  because the Company believes that this
origination  channel should prove to be more profitable and allow the Company to
have better  control over the quality of the  Company's  production.  To achieve
this goal, the Company is building  national  recognition of the FIRSTPLUS brand
name through increased national advertising, the use of celebrity spokespersons,
such as Dan Marino, a professional football player with the Miami Dolphins,  and
the sponsorship of other sports-related  entities,  such as the FIRSTPLUS NASCAR
Racing Team. The Company employs innovative direct mail marketing techniques and
currently  mails  approximately  500,000  pieces  of mail per day.  The  Company
processes Direct to Consumer  originations  through its  telemarketing  centers,
retail branches and centralized processing centers.

         The Company sells substantially all of the High LTV Loans it originates
and purchases through its securitization program and generally retains rights to
service  such  loans.  The  Company  earns  servicing  fees on a  monthly  basis
primarily at a rate of 0.75% of the unpaid balance for loans it services.

         The Company is a Nevada  corporation  that was formed in October  1994.
The  Company's  principal  offices are located at 1600  Viceroy,  Dallas,  Texas
75235, and its telephone number is (214) 599-6400.








                                        3

<PAGE>



                               SELLING SHAREHOLDER

         This  Prospectus  covers  resales of shares of restricted  Common Stock
that  have  been  granted  to Jack  Roubinek  (the  "Selling  Shareholder")  and
currently  are vested.  The following  table sets forth,  as of August 15, 1998,
certain  information  regarding the beneficial  ownership of the Common Stock of
the Company as held by Jack Roubinek:

<TABLE>
<CAPTION>



                                  Common Stock Beneficially            Shares of                  Common Stock
                                            Owned                    Common Stock              Beneficially Owned
            Name                    Prior to Offering (1)               Offered                After Offering (4)
            ----                    ---------------------               -------                ------------------
                                  Number (2)       Percent (3)                             Number (2)       Percent (3)
                                  ------           -----------                             ------           -----------
<S>                               <C>              <C>                 <C>                 <C>              <C>
Jack Roubinek                     60,333           *                   16,000              44,333           *
Division President - Wholesale                
Lending since 4/97; Senior Vice
President - Title I Direct
Lending 1/95 - 4/97

------------------
<FN>

*        Less than 1%
(1)      The person named in the table has sole voting and investment power with
         respect to all shares of Common Stock  beneficially  owned,  subject to
         community property laws, if applicable.
(2)      Includes options that are currently exercisable, or  become exercisable
         within 60 days, to purchase 43,333 shares.
(3)      As of July  31, 1998, there  were 37,884,831  shares  of  Common  Stock
         issued and outstanding.
(4)      Assumes that all  of  the shares  of  Common Stock  offered  hereby are
         actually sold.

</FN>
</TABLE>




                                        4

<PAGE>



                              PLAN OF DISTRIBUTION

         This  Prospectus  covers  the sale by the  Selling  Shareholder  of the
Shares.  The  Shares  were  acquired  by the  Selling  Shareholder  pursuant  to
restricted stock grants. See "Selling Shareholder." The Company has been advised
by the  Selling  Shareholder  that he may sell all or a  portion  of the  Shares
offered  by  this  Prospectus  from  time  to time  (i) on the  NYSE  at  prices
prevailing at the time of such sales or at prices  reasonably  related  thereto,
(ii) otherwise  than on the NYSE at market prices  prevailing at the time of the
sale or at negotiated prices, or (iii) by a combination of the foregoing methods
of sale. The Selling Shareholder and any broker, dealer or other agent executing
sell  orders  on  behalf  of  the  Selling  Shareholder  may  be  deemed  to  be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), in which event commissions received by any such broker,  dealer or agent
may be deemed to be  underwriting  commissions  under the Act. Such  commissions
received  by  a  broker,   dealer  or  agent  may  be  in  excess  of  customary
compensation.

         The Company will pay all of the costs,  expenses  and fees  incident to
the offering and sale of the Shares to the public,  other than  commissions  and
discounts of underwriters, brokers, dealers or agents not paid by the purchasers
of the Shares.


                                  LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the  Company by  Jenkens &  Gilchrist,  a  Professional  Corporation,  1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202-2711.


                                     EXPERTS

     The consolidated  financial  statements of FIRSTPLUS  Financial Group, Inc.
appearing in FIRSTPLUS  Financial Group's Annual Report (Form 10-K) for the year
ended  September 30, 1997,  have been audited by Ernst & Young LLP,  independent
auditors, as set forth in their report thereon included therein and incorporated
by reference.  Such consolidated financial statements are incorporated herein by
reference in reliance  upon such report  given on the  authority of such firm as
experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The  Company has filed with the  Securities  and  Exchange  Commission,
Washington,  D.C.,  a  Registration  Statement  on Form S-8  under  the Act with
respect to the Shares offered  hereby.  This Prospectus does not contain all the
information included in such Registration  Statement,  certain portions of which
are omitted as permitted by the rules and  regulations  of the  Commission.  The
Registration Statement, including the exhibits and schedules filed herewith, may
be inspected at the principal  offices of the  Commission in  Washington,  D.C.,
without charge, and copies of the material contained herein may be obtained from
the  Commission  upon payment of the  applicable  copying  charges.  For further
information with respect to the Company and the Shares offered hereby, reference
is made to the Registration Statement and such exhibits and schedules.





                                        5

<PAGE>




--------------------------------------------------------------------------------


   No  person  has  been  authorized  to give  any  information  or to make  any
representations  other than those contained in this Prospectus,  and if given or
made, such  information must not be relied upon as having been authorized by the
Company or the Selling Shareholder. This Prospectus does not constitute an offer
to sell, or a solicitation  of an offer to purchase,  any securities  other than
the Shares offered  hereby,  or in any state or jurisdiction in which such offer
or solicitation  would be unlawful.  Neither the delivery of this Prospectus nor
any sale made hereunder shall,  under any  circumstances,  create an implication
that the  information  herein is correct as of any time  subsequent  to the date
hereof.








                   ------------------------------------------
                                TABLE OF CONTENTS
                   ------------------------------------------
                                                                            Page
                                                                            ----
Available Information.........................................................2
Incorporation of Certain Documents by
   Reference..................................................................2
The Company...................................................................3
Selling Shareholder...........................................................4
Plan of Distribution..........................................................5
Legal Matters.................................................................5
Experts.......................................................................5
Additional Information........................................................5


                   ------------------------------------------




--------------------------------------------------------------------------------

<PAGE>


--------------------------------------------------------------------------------
















                                  16,000 Shares





                         FIRSTPLUS FINANCIAL GROUP, INC.




                                  COMMON STOCK




                   ------------------------------------------

                                   PROSPECTUS

                   ------------------------------------------










                                 August 21, 1998




--------------------------------------------------------------------------------







                                        

<PAGE>
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended September 30, 1997.

         (2) The  Company's  Quarterly  Report on Form  10-QT/A  filed  with the
Commission for the transition period ended December 31, 1997.

         (3) The  Company's  Quarterly  Reports  on Form  10-Q  filed  with  the
Commission for the quarters ended March 31, 1998 and June 30, 1998.

         (4) The Company's Current Reports on Form 8-K and Form 8-K/A filed with
the Commission on May 29, 1998, May 5, 1998,  March 12, 1998,  February 5, 1998,
December 23, 1997, December 22, 1997 and December 19, 1996.

         (5) The description of the Common Stock of the Company set forth in the
Registration  Statement  on Form 8-A,  dated  January  5,  1998,  filed with the
Commission,  including any amendment or report filed for the purpose of updating
such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         (a) The Articles of Incorporation of the Registrant,  together with its
bylaws, provide that the Registrant shall indemnify officers and directors,  and
may indemnify its other employees and agents, to the fullest extent permitted by
law.  The  laws of the  State  of  Nevada  permit,  and in some  cases  require,
corporations to indemnify officers,  directors,  agents and employees who are or
have been a party to or are threatened to be made a party to litigation  against
judgments,   fines,   settlements   and   reasonable   expenses   under  certain
circumstances.

         (b) The  Registrant  has also  adopted  provisions  in its  Articles of
Incorporation  that limit the  liability  of its  directors  and officers to the
fullest  extent  permitted  by the  laws  of the  State  of  Nevada.  Under  the
Registrant's  Articles of  Incorporation,  and as  permitted  by the laws of the
State of Nevada,  a director or officer is not liable to the  Registrant  or its
stockholders  for damages  for breach of  fiduciary  duty.  Such  limitation  of
liability  does not affect  liability  for (i) acts or  omissions  that  involve
intentional  misconduct,  fraud or a knowing  violation  of the law, or (ii) the
payment of any unlawful distribution.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit        Description of Exhibit

         4.1*           Amended and Restated  Articles  of Incorporation  of the
                        Company (Exhibit 3.1)

         4.2*           Amended and Restated Bylaws of the Company (Exhibit 3.2)

         4.3*           Specimen certificate for  common stock  of  the  Company
                        (Exhibit 4)

<PAGE>



         4.4**          Stock Option Agreement for Rich Bailey

         4.5**          Stock Option Agreement for William P. Benac

         4.6            Stock Option Agreement for William G. Joiner

         4.7            Terms of Restricted Stock Grants to Jack Roubinek

         4.8            Amended    and Restated FIRSTPLUS  Financial Group, Inc.
                        1998 Long Term Incentive Plan

         5.1            Opinion   of   Jenkens   &   Gilchrist,  a  Professional
                        Corporation

         23.1           Consent  of   Jenkens  &   Gilchrist,   a   Professional
                        Corporation  (included in their opinion filed as Exhibit
                        5.1 hereto)

         23.2           Consent of Ernst & Young LLP

         24.1           Power  of   Attorney   (see   signature   page  of  this
                        registration statement)
----------------

*    Filed  as the  exhibit  shown in  parenthesis  contained  in the  Company's
     Registration  Statement on Form S-1 (No.  33-96688)  effective  February 1,
     1996, incorporated herein by reference.

**   Substantially  identical stock option agreements have been omitted pursuant
     to Instruction 2 to Item 601 of Regulation S-K (see attached schedule).


Item 9.  Undertakings.

         A. The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.




<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Dallas, Texas, on August 21, 1998:

                                                 FIRSTPLUS FINANCIAL GROUP, INC.

                                                 By:   /s/ Daniel T. Phillips
                                                       -------------------------
                                                       Daniel T. Phillips
                                                       Chairman of the Board and
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby constitutes and appoints Daniel T. Phillips,  Eric C. Green
and Ronald M Bendalin, and each of them, each with full power to act without the
other, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:


Signature                         Capacity                       Date
---------                         --------                       ----

 /s/ Daniel T. Phillips           Chairman of the Board          August 21, 1998
---------------------------       and Chief Executive Officer
Daniel T. Phillips                (Principal Executive Officer)

 /s/ Eric C. Green                President and Director         August 21, 1998
---------------------------
Eric C. Green

 /s/ William Benac                Chief Financial Officer        August 21, 1998
---------------------------       (Principal Financial and
William Benac                     Accounting Officer)

 /s/ John Fitzgerald              Director                       August 21, 1998
---------------------------
John Fitzgerald

 /s/ Dan Jessee                   Director                       August 21, 1998
---------------------------
Dan Jessee

 /s/ Paul Nussbaum                Director                       August 21, 1998
---------------------------
Paul Nussbaum

 /s/Paul Seegers                  Director                       August 21, 1998
---------------------------
Paul Seegers

 /s/ Sheldon I. Stein             Director                       August 21, 1998
---------------------------
Sheldon I. Stein

 /s/ J. Danforth Quayle           Director                       August 21, 1998
---------------------------
J. Danforth Quayle

 /s/ James R. Adams               Director                       August 21, 1998
---------------------------
James R. Adams



<PAGE>


                                                 INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1*              Amended and Restated Articles of Incorporation of the
                           Company (Exhibit 3.1)

         4.2*              Amended and Restated  Bylaws of the  Company (Exhibit
                           3.2)

         4.3*              Specimen certificate for common  stock of the Company
                           (Exhibit 4)

         4.4**             Stock Option Agreement for Rich Bailey

         4.5**             Stock Option Agreement for William P. Benac

         4.6               Stock Option Agreement for William G. Joiner

         4.7               Terms of Restricted Stock Grants to Jack Roubinek

         4.8               Amended and Restated FIRSTPLUS  Financial Group, Inc.
                           1998 Long Term Incentive Plan

         5.1               Opinion  of  Jenkens  &  Gilchrist,   a  Professional
                           Corporation

         23.1              Consent  of  Jenkens  &  Gilchrist,   a  Professional
                           Corporation  (included  in  their  opinion  filed  as
                           Exhibit 5.1 hereto)

         23.2              Consent of Ernst & Young LLP

         24.1              Power  of  Attorney  (see   signature  page  of  this
                           registration statement)

----------------

*    Filed  as the  exhibit  shown in  parenthesis  contained  in the  Company's
     Registration  Statement on Form S-1 (No.  33-96688)  effective  February 1,
     1996, incorporated herein by reference.

**   Substantially  identical stock option agreements have been omitted pursuant
     to Instruction 2 to Item 601 of Regulation S-K (see attached schedule).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF FIRSTPLUS FINANCIAL GROUP, INC.", "secsgml_size_bytes": 41927}]
{"company-data": {"conformed-name": "FIRSTPLUS FINANCIAL GROUP INC", "cik": "0001000368", "assigned-sic": "6141", "irs-number": "752561085", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62031", "film-number": "98695857"}, "business-address": {"street1": "1600 VICEROY", "street2": "8TH FL", "city": "DALLAS", "state": "TX", "zip": "75235", "phone": "2146306006"}, "mail-address": {"street1": "1250 WEST MOCKINGBIRD LN", "street2": "STE 200", "city": "DALLAS", "state": "TX", "zip": "75247"}, "former-company": {"former-conformed-name": "RAC FINANCIAL GROUP INC", "date-changed": "19950911"}}
As filed with the Securities and Exchange Commission on August 21, 1998
                                                Registration No. 333-___________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                         FIRSTPLUS FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)
             Nevada                                               75-2561085
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

       1600 Viceroy, 8th Floor
             Dallas, Texas                                          75235
(Address of principal executive offices)                          (Zip Code)
                             -----------------------

              Amended and Restated FIRSTPLUS Financial Group, Inc.
                          1998 Long-Term Incentive Plan
                    Restricted Stock Grants to Jack Roubinek
                   Stock Option Agreement for Veretta Anderson
                     Stock Option Agreement for Rich Bailey
                   Stock Option Agreement for William P. Benac
                      Stock Option Agreement for Mark Blinn
                      Stock Option Agreement for Ron Conner
                    Stock Option Agreement for Charles Coons
                   Stock Option Agreement for Michael Dillman
                Stock Option Agreement for William G. Eisenhauer
                     Stock Option Agreement for Kevin Gates
                  Stock Option Agreement for Linda L. Glidewell
                     Stock Option Agreement for John Griggs
                     Stock Option Agreement for Brent Hansen
                    Stock Option Agreement for John R. Hauge
                    Stock Option Agreement for William Homer
                    Stock Option Agreement for Stephen Ingram
                     Stock Option Agreement for Jeff Johnson
                  Stock Option Agreement for William G. Joiner
                     Stock Option Agreement for David Jones
                  Stock Option Agreement for Simone Lagomarsino
                     Stock Option Agreement for Scott Mackay
                    Stock Option Agreement for Valerie Martin
                     Stock Option Agreement for Robert Mirto
                  Stock Option Agreement for Richard W. Nelson
                  Stock Option Agreement for James M. O'Reilly
                     Stock Option Agreement for Kim Phillips
                     Stock Option Agreement for Terrie Reedy
                   Stock Option Agreement for Jeanne G. Selzer
                  Stock Option Agreement for Valerie R. Silvey
                    Stock Option Agreement for Craig L. Smith
                    Stock Option Agreement for Jon W. Stewart
                 Stock Option Agreement for Douglas P. Swindall
                     Stock Option Agreement for Lon Tibbatts
                Stock Option Agreement for Kenneth P. Weatherwax
                            (Full title of the plans)
                             -----------------------

                             Ronald M Bendalin, Esq.
                                 General Counsel
                         FIRSTPLUS Financial Group, Inc.
                             1600 Viceroy, 4th Floor
                               Dallas, Texas 75235
                     (Name and address of agent for service)

                                 (214) 599-6400
          (Telephone number, including area code, of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
========================================================================================================================
         Title of                    Amount               Proposed maximum          Proposed maximum        Amount of
     securities to be                to be                 offering price          aggregate offering     registration
        registered               registered (1)           per share (2)(3)            price (2)(3)           fee (3)
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par         2,710,500 Shares               $53.06                  $86,064,310           $25,389
value per share
========================================================================================================================
(1)      The  securities  to be  registered  include an  aggregate  of 2,710,500
         shares reserved for issuance,  including (i) 2,000,000  shares reserved
         for issuance under the Amended and Restated FIRSTPLUS  Financial Group,
         Inc. 1998  Long-Term  Incentive  Plan (the "Plan"),  (ii) 40,000 shares
         that  have  been  issued  or are  reserved  for  issuance  pursuant  to
         restricted stock grants to Jack Roubinek (the  "Restricted  Stock") and
         (ii) 670,500 shares  reserved for issuance  under the individual  stock
         option agreements listed above (collectively, the "Option Agreements").
(2)      Estimated solely for purpose of calculating the registration fee.
(3)      Calculated  pursuant to Rule 457(c) and (h) solely for the  purposes of
         computing the  registration  fee.  Accordingly,  the price per share of
         common stock offered hereunder and aggregate offering price pursuant to
         the Plan and the Option  Agreements are based upon (i) 2,000,000 shares
         of Common Stock  reserved for issuance  under the Plan, but not subject
         to outstanding stock options issued under any plan or option agreement,
         and 40,000 shares of the Restricted  Stock that have been either issued
         or reserved for issuance, at a price of $29.66, which is the average of
         the highest and lowest  price per share of Common Stock on the New York
         Stock Exchange,  Inc. on August 17, 1998, and (ii) the following shares
         of Common Stock  reserved for issuance  under the Option  Agreements at
         the following exercise prices:

              Number of Shares Subject to                       Exercise Price
         Outstanding Employee Share Options                      Per Share ($)
         ----------------------------------                     --------------

                    1,000                                             53.06
                   75,000                                             48.31
                   20,000                                             48.00
                    2,000                                             46.44
                    5,000                                             45.56
                    3,000                                             45.00
                  100,000                                             44.50
                    6,000                                             43.19
                   25,000                                             42.50
                    3,000                                             42.13
                    1,000                                             41.88
                   14,000                                             41.44
                    2,000                                             41.13
                   27,500                                             39.88
                    4,000                                             39.00
                    4,500                                             38.75
                   12,500                                             36.75
                    2,000                                             36.31
                    2,000                                             36.25
                    1,000                                             36.00
                  280,000                                             33.50
                   80,000                                             32.88
PART I

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428  under  the  Securities  Act of  1933  and the  Note to Part I of Form  S-8.
Included  in Part I of this  Registration  Statement  on Form  S-8 is a  reoffer
prospectus  concerning  reoffers  and resales of certain of the shares of Common
Stock registered hereby,  which is filed in reliance on General Instruction C to
Form S-8.

                                        2
16,000 SHARES
                         FIRSTPLUS FINANCIAL GROUP, INC.
                                  COMMON STOCK

         This Prospectus relates to an aggregate of 16,000 shares (the "Shares")
of Common Stock,  par value $0.01 per share (the "Common  Stock"),  of FIRSTPLUS
Financial Group, Inc. (the "Company"), which may be offered from time to time by
the Selling Shareholder.  See "Selling Shareholder." The Company will receive no
part of the proceeds from such sales. See "Plan of  Distribution."  All expenses
(other  than  commissions  and  discounts  of  underwriters,  dealers or agents)
incurred in  connection  with this  offering are  estimated to be  approximately
$2,500. All of such expenses will be paid by the Company.

         The Company has been  advised by the  Selling  Shareholder  that he may
sell all or a portion of the Shares offered by this Prospectus from time to time
(i) on the New York Stock  Exchange,  Inc. (the "NYSE") at prices  prevailing at
the time of such sales or at prices reasonably  related thereto,  (ii) otherwise
than on the  NYSE at  market  prices  prevailing  at the  time of the sale or at
negotiated  prices or (iii) by a combination  of the foregoing  methods of sale.
The Selling  Shareholder  and any broker,  dealer or other agent  executing sell
orders on behalf of the Selling  Shareholder may be deemed to be  "underwriters"
within the meaning of the  Securities  Act of 1933,  as amended (the "Act"),  in
which  event  commissions  received by any such  broker,  dealer or agent may be
deemed to be underwriting commissions under the Act.

         The Common  Stock of the Company is traded on the NYSE under the symbol
"FP." On August 17, the last  reported  closing price of the Common Stock on the
NYSE was $30.00 per share.

                               -------------------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                       REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.

                               -------------------

                 The date of this Prospectus is August 21, 1998.

                                        1
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance  therewith,  files  periodic  reports,  proxy  statements  and  other
information with the Securities and Exchange Commission (the "Commission"). Such
periodic reports,  proxy statements,  and other information can be inspected and
copied at the public reference  facilities  maintained by the Commission at Room
1024,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at the following
regional  offices of the  Commission:  New York Regional  Office,  7 World Trade
Center,  Thirteenth  Floor,  New York, NY 10048;  and Chicago  Regional  Office,
Northwestern  Atrium Center, 500 West Madison Street,  Suite 1400,  Chicago,  IL
60661.  Copies of such  material  can be obtained at  prescribed  rates from the
Public  Reference  Section  of  the  Commission  at  450  Fifth  Street,   N.W.,
Washington,   D.C.  20549.  Reports,  proxy  information  statements  and  other
information  regarding  registrants that file electronically with the Commission
can  be  obtained  at the  following  Web  site  maintained  by the  Commission:
http://www.sec.gov.

         The Company's Common Stock is traded on the NYSE under the symbol "FP."
Reports  and  other  information  concerning  the  Company  can be  obtained  by
contacting the New York Stock Exchange, Inc., at the following address: 20 Broad
Street, New York, NY 10005, telephone number (212) 656-3000.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended September 30, 1997.

         (2) The  Company's  Quarterly  Report on Form  10-QT/A  filed  with the
Commission for the transition period ended December 31, 1997.

         (3) The  Company's  Quarterly  Reports  on Form  10-Q  filed  with  the
Commission for the quarters ended March 31, 1998 and June 30, 1998.

         (4) The Company's Current Reports on Form 8-K and Form 8-K/A filed with
the Commission on May 29, 1998, May 5, 1998,  March 12, 1998,  February 5, 1998,
December 23, 1997, December 22, 1997 and December 19, 1996.

         (5) The description of the Common Stock of the Company set forth in the
Registration  Statement  on Form 8-A,  dated  January  5,  1998,  filed with the
Commission,  including any amendment or report filed for the purpose of updating
such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

         Any statement  contained in a document  incorporated by reference shall
be deemed to be modified or  superseded  for purposes of this  Prospectus to the
extent  that a statement  contained  hereby or in any other  subsequently  filed
document or in an accompanying prospectus supplement modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company undertakes to provide without charge to each person to whom
this  Prospectus  is delivered,  upon written or oral request of such person,  a
copy of all documents incorporated herein by reference, other than exhibits. All
requests for copies of such documents  should be directed to: Ronald M Bendalin,
FIRSTPLUS  Financial Group, Inc., 1600 Viceroy,  4th Floor Dallas,  Texas 75235,
telephone number (214) 599-6400.

                                        2
THE COMPANY

         FIRSTPLUS  Financial  Group,  Inc. is a  specialized  consumer  finance
company  that  originates,   purchases,  services  and  sells  consumer  finance
receivables.  The Company's primary loan product is a line of debt consolidation
or home improvement  loans secured by second liens on residential real property,
with  loan-to-value  ratios  typically  exceeding  100% ("High LTV Loans").  The
Company also originates, purchases and sells a variety of other loans, including
non-conforming  home equity loans ("Home Equity Loans"),  conforming  first lien
loans and personal  consumer loans. The Company sells  substantially  all of its
High LTV Loans through its securitization  program and retains rights to service
these loans.

         The Company relies principally on the  creditworthiness of the borrower
for repayment of High LTV Loans. The Company's  borrowers typically have limited
access to consumer  financing for a variety of reasons,  primarily  insufficient
home equity  values.  The  Company  uses its own credit  evaluation  criteria to
classify its applicants as "A+" through "D." The Company  currently  makes loans
only to  borrowers  it  classifies  as  "C+" or  better.  The  Company's  credit
evaluation  criteria include,  as a significant  component,  a credit evaluation
scoring  methodology  developed by Fair,  Isaac and Company,  a consulting  firm
specializing in creating  default-predictive  models through scoring  mechanisms
("FICO").

         The Company's principal  origination channel is its network of regional
independent   correspondent  lenders   ("Correspondents").   Correspondents  are
typically  commercial  banks,  thrifts or finance companies that do not have the
infrastructure  to hold and service  portfolios of High LTV Loans. The Company's
Correspondents  originate  loans  ("Correspondent  Loans")  using the  Company's
underwriting criteria and sell these loans to the Company.

         The Company  continues to expand its origination  channels  through the
use of telemarketing,  direct mail, national advertising and a nationwide retail
branch operation to originate loans directly to qualified  borrowers ("Direct to
Consumer Loans").  The Company is pursuing this strategy to continue to increase
its Direct to Consumer Loan originations  because the Company believes that this
origination  channel should prove to be more profitable and allow the Company to
have better  control over the quality of the  Company's  production.  To achieve
this goal, the Company is building  national  recognition of the FIRSTPLUS brand
name through increased national advertising, the use of celebrity spokespersons,
such as Dan Marino, a professional football player with the Miami Dolphins,  and
the sponsorship of other sports-related  entities,  such as the FIRSTPLUS NASCAR
Racing Team. The Company employs innovative direct mail marketing techniques and
currently  mails  approximately  500,000  pieces  of mail per day.  The  Company
processes Direct to Consumer  originations  through its  telemarketing  centers,
retail branches and centralized processing centers.

         The Company sells substantially all of the High LTV Loans it originates
and purchases through its securitization program and generally retains rights to
service  such  loans.  The  Company  earns  servicing  fees on a  monthly  basis
primarily at a rate of 0.75% of the unpaid balance for loans it services.

         The Company is a Nevada  corporation  that was formed in October  1994.
The  Company's  principal  offices are located at 1600  Viceroy,  Dallas,  Texas
75235, and its telephone number is (214) 599-6400.

                                        3
SELLING SHAREHOLDER

         This  Prospectus  covers  resales of shares of restricted  Common Stock
that  have  been  granted  to Jack  Roubinek  (the  "Selling  Shareholder")  and
currently  are vested.  The following  table sets forth,  as of August 15, 1998,
certain  information  regarding the beneficial  ownership of the Common Stock of
the Company as held by Jack Roubinek:
Common Stock Beneficially            Shares of                  Common Stock
                                            Owned                    Common Stock              Beneficially Owned
            Name                    Prior to Offering (1)               Offered                After Offering (4)
            ----                    ---------------------               -------                ------------------
                                  Number (2)       Percent (3)                             Number (2)       Percent (3)
                                  ------           -----------                             ------           -----------
Jack Roubinek                     60,333           *                   16,000              44,333           *
Division President - Wholesale                
Lending since 4/97; Senior Vice
President - Title I Direct
Lending 1/95 - 4/97

------------------
*        Less than 1%
(1)      The person named in the table has sole voting and investment power with
         respect to all shares of Common Stock  beneficially  owned,  subject to
         community property laws, if applicable.
(2)      Includes options that are currently exercisable, or  become exercisable
         within 60 days, to purchase 43,333 shares.
(3)      As of July  31, 1998, there  were 37,884,831  shares  of  Common  Stock
         issued and outstanding.
(4)      Assumes that all  of  the shares  of  Common Stock  offered  hereby are
         actually sold.
4
PLAN OF DISTRIBUTION

         This  Prospectus  covers  the sale by the  Selling  Shareholder  of the
Shares.  The  Shares  were  acquired  by the  Selling  Shareholder  pursuant  to
restricted stock grants. See "Selling Shareholder." The Company has been advised
by the  Selling  Shareholder  that he may sell all or a  portion  of the  Shares
offered  by  this  Prospectus  from  time  to time  (i) on the  NYSE  at  prices
prevailing at the time of such sales or at prices  reasonably  related  thereto,
(ii) otherwise  than on the NYSE at market prices  prevailing at the time of the
sale or at negotiated prices, or (iii) by a combination of the foregoing methods
of sale. The Selling Shareholder and any broker, dealer or other agent executing
sell  orders  on  behalf  of  the  Selling  Shareholder  may  be  deemed  to  be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), in which event commissions received by any such broker,  dealer or agent
may be deemed to be  underwriting  commissions  under the Act. Such  commissions
received  by  a  broker,   dealer  or  agent  may  be  in  excess  of  customary
compensation.

         The Company will pay all of the costs,  expenses  and fees  incident to
the offering and sale of the Shares to the public,  other than  commissions  and
discounts of underwriters, brokers, dealers or agents not paid by the purchasers
of the Shares.

                                  LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the  Company by  Jenkens &  Gilchrist,  a  Professional  Corporation,  1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202-2711.

                                     EXPERTS

     The consolidated  financial  statements of FIRSTPLUS  Financial Group, Inc.
appearing in FIRSTPLUS  Financial Group's Annual Report (Form 10-K) for the year
ended  September 30, 1997,  have been audited by Ernst & Young LLP,  independent
auditors, as set forth in their report thereon included therein and incorporated
by reference.  Such consolidated financial statements are incorporated herein by
reference in reliance  upon such report  given on the  authority of such firm as
experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The  Company has filed with the  Securities  and  Exchange  Commission,
Washington,  D.C.,  a  Registration  Statement  on Form S-8  under  the Act with
respect to the Shares offered  hereby.  This Prospectus does not contain all the
information included in such Registration  Statement,  certain portions of which
are omitted as permitted by the rules and  regulations  of the  Commission.  The
Registration Statement, including the exhibits and schedules filed herewith, may
be inspected at the principal  offices of the  Commission in  Washington,  D.C.,
without charge, and copies of the material contained herein may be obtained from
the  Commission  upon payment of the  applicable  copying  charges.  For further
information with respect to the Company and the Shares offered hereby, reference
is made to the Registration Statement and such exhibits and schedules.

                                        5
--------------------------------------------------------------------------------

   No  person  has  been  authorized  to give  any  information  or to make  any
representations  other than those contained in this Prospectus,  and if given or
made, such  information must not be relied upon as having been authorized by the
Company or the Selling Shareholder. This Prospectus does not constitute an offer
to sell, or a solicitation  of an offer to purchase,  any securities  other than
the Shares offered  hereby,  or in any state or jurisdiction in which such offer
or solicitation  would be unlawful.  Neither the delivery of this Prospectus nor
any sale made hereunder shall,  under any  circumstances,  create an implication
that the  information  herein is correct as of any time  subsequent  to the date
hereof.

                   ------------------------------------------
                                TABLE OF CONTENTS
                   ------------------------------------------
                                                                            Page
                                                                            ----
Available Information.........................................................2
Incorporation of Certain Documents by
   Reference..................................................................2
The Company...................................................................3
Selling Shareholder...........................................................4
Plan of Distribution..........................................................5
Legal Matters.................................................................5
Experts.......................................................................5
Additional Information........................................................5

                   ------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                  16,000 Shares

                         FIRSTPLUS FINANCIAL GROUP, INC.

                                  COMMON STOCK

                   ------------------------------------------

                                   PROSPECTUS

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                                 August 21, 1998

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PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended September 30, 1997.

         (2) The  Company's  Quarterly  Report on Form  10-QT/A  filed  with the
Commission for the transition period ended December 31, 1997.

         (3) The  Company's  Quarterly  Reports  on Form  10-Q  filed  with  the
Commission for the quarters ended March 31, 1998 and June 30, 1998.

         (4) The Company's Current Reports on Form 8-K and Form 8-K/A filed with
the Commission on May 29, 1998, May 5, 1998,  March 12, 1998,  February 5, 1998,
December 23, 1997, December 22, 1997 and December 19, 1996.

         (5) The description of the Common Stock of the Company set forth in the
Registration  Statement  on Form 8-A,  dated  January  5,  1998,  filed with the
Commission,  including any amendment or report filed for the purpose of updating
such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         (a) The Articles of Incorporation of the Registrant,  together with its
bylaws, provide that the Registrant shall indemnify officers and directors,  and
may indemnify its other employees and agents, to the fullest extent permitted by
law.  The  laws of the  State  of  Nevada  permit,  and in some  cases  require,
corporations to indemnify officers,  directors,  agents and employees who are or
have been a party to or are threatened to be made a party to litigation  against
judgments,   fines,   settlements   and   reasonable   expenses   under  certain
circumstances.

         (b) The  Registrant  has also  adopted  provisions  in its  Articles of
Incorporation  that limit the  liability  of its  directors  and officers to the
fullest  extent  permitted  by the  laws  of the  State  of  Nevada.  Under  the
Registrant's  Articles of  Incorporation,  and as  permitted  by the laws of the
State of Nevada,  a director or officer is not liable to the  Registrant  or its
stockholders  for damages  for breach of  fiduciary  duty.  Such  limitation  of
liability  does not affect  liability  for (i) acts or  omissions  that  involve
intentional  misconduct,  fraud or a knowing  violation  of the law, or (ii) the
payment of any unlawful distribution.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit        Description of Exhibit

         4.1*           Amended and Restated  Articles  of Incorporation  of the
                        Company (Exhibit 3.1)

         4.2*           Amended and Restated Bylaws of the Company (Exhibit 3.2)

         4.3*           Specimen certificate for  common stock  of  the  Company
                        (Exhibit 4)
4.4**          Stock Option Agreement for Rich Bailey

         4.5**          Stock Option Agreement for William P. Benac

         4.6            Stock Option Agreement for William G. Joiner

         4.7            Terms of Restricted Stock Grants to Jack Roubinek

         4.8            Amended    and Restated FIRSTPLUS  Financial Group, Inc.
                        1998 Long Term Incentive Plan

         5.1            Opinion   of   Jenkens   &   Gilchrist,  a  Professional
                        Corporation

         23.1           Consent  of   Jenkens  &   Gilchrist,   a   Professional
                        Corporation  (included in their opinion filed as Exhibit
                        5.1 hereto)

         23.2           Consent of Ernst & Young LLP

         24.1           Power  of   Attorney   (see   signature   page  of  this
                        registration statement)
----------------

*    Filed  as the  exhibit  shown in  parenthesis  contained  in the  Company's
     Registration  Statement on Form S-1 (No.  33-96688)  effective  February 1,
     1996, incorporated herein by reference.

**   Substantially  identical stock option agreements have been omitted pursuant
     to Instruction 2 to Item 601 of Regulation S-K (see attached schedule).

Item 9.  Undertakings.

         A. The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Dallas, Texas, on August 21, 1998:

                                                 FIRSTPLUS FINANCIAL GROUP, INC.

                                                 By:   /s/ Daniel T. Phillips
                                                       -------------------------
                                                       Daniel T. Phillips
                                                       Chairman of the Board and
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby constitutes and appoints Daniel T. Phillips,  Eric C. Green
and Ronald M Bendalin, and each of them, each with full power to act without the
other, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:

Signature                         Capacity                       Date
---------                         --------                       ----

 /s/ Daniel T. Phillips           Chairman of the Board          August 21, 1998
---------------------------       and Chief Executive Officer
Daniel T. Phillips                (Principal Executive Officer)

 /s/ Eric C. Green                President and Director         August 21, 1998
---------------------------
Eric C. Green

 /s/ William Benac                Chief Financial Officer        August 21, 1998
---------------------------       (Principal Financial and
William Benac                     Accounting Officer)

 /s/ John Fitzgerald              Director                       August 21, 1998
---------------------------
John Fitzgerald

 /s/ Dan Jessee                   Director                       August 21, 1998
---------------------------
Dan Jessee

 /s/ Paul Nussbaum                Director                       August 21, 1998
---------------------------
Paul Nussbaum

 /s/Paul Seegers                  Director                       August 21, 1998
---------------------------
Paul Seegers

 /s/ Sheldon I. Stein             Director                       August 21, 1998
---------------------------
Sheldon I. Stein

 /s/ J. Danforth Quayle           Director                       August 21, 1998
---------------------------
J. Danforth Quayle

 /s/ James R. Adams               Director                       August 21, 1998
---------------------------
James R. Adams
INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1*              Amended and Restated Articles of Incorporation of the
                           Company (Exhibit 3.1)

         4.2*              Amended and Restated  Bylaws of the  Company (Exhibit
                           3.2)

         4.3*              Specimen certificate for common  stock of the Company
                           (Exhibit 4)

         4.4**             Stock Option Agreement for Rich Bailey

         4.5**             Stock Option Agreement for William P. Benac

         4.6               Stock Option Agreement for William G. Joiner

         4.7               Terms of Restricted Stock Grants to Jack Roubinek

         4.8               Amended and Restated FIRSTPLUS  Financial Group, Inc.
                           1998 Long Term Incentive Plan

         5.1               Opinion  of  Jenkens  &  Gilchrist,   a  Professional
                           Corporation

         23.1              Consent  of  Jenkens  &  Gilchrist,   a  Professional
                           Corporation  (included  in  their  opinion  filed  as
                           Exhibit 5.1 hereto)

         23.2              Consent of Ernst & Young LLP

         24.1              Power  of  Attorney  (see   signature  page  of  this
                           registration statement)

----------------

*    Filed  as the  exhibit  shown in  parenthesis  contained  in the  Company's
     Registration  Statement on Form S-1 (No.  33-96688)  effective  February 1,
     1996, incorporated herein by reference.

**   Substantially  identical stock option agreements have been omitted pursuant
     to Instruction 2 to Item 601 of Regulation S-K (see attached schedule).