Exhibit 4.8

                         FIRSTPLUS FINANCIAL GROUP, INC.


                       Certificated Interests Representing

                 Beneficial Interests in The FPFI Creditor Trust

                                  Exchanged For

                  7.25% Convertible Subordinated Notes Due 2003

                                                                33,212,000 Units
                                                               CUSIP 33763B AA 1

         This Certificate is one of a duly authorized issue of Certificated
Interests, designated as its Certificated Interests representing Beneficial
Interests in The FPFI Creditor Trust exchanged For 7.25% Convertible
Subordinated Notes Due 2003 (herein called the "Certificates"), to be issued in
satisfaction and discharge of all of the Company's obligations under the
Company's 7.25% Convertible Subordinated Notes Due 2003 issued under that
certain Indenture, dated August 20, 1996 (the "Indenture"), by and between the
Company and HSBC Bank USA (as successor in interest to Bank One, Columbus, N.A.)
as the Indenture Trustee (the "Trustee"), and issued under and pursuant to a
Supplemental Indenture dated effective as of December 4, 2000 (the "Supplemental
Indenture"), between the Company and the Trustee, to which the Indenture and the
Supplemental Indenture and all indentures supplemental thereto reference is
hereby made for a complete description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Certificates. Cede & Co., as nominee for The Depository Trust
Company, in whose name this Certificate is registered, is entitled to 33,212,000
Units representing interests in the funds distributed from the FPFI Trust to the
Trustee. Each Certificate is subject to, and qualified by, all such terms as set
forth in the Supplemental Indenture, certain of which are summarized hereon and
each holder of a Certificate is referred to the corresponding provisions of the
Supplemental Indenture for a complete statement of such terms. To the extent
that there is any inconsistency between the summary provisions set forth in the
Certificates and the Supplemental Indenture, the provisions of the Supplemental
Indenture shall govern. Capitalized terms used but not defined in this
Certificate shall have the meanings ascribed to them in the Supplemental
Indenture.

         The Certificates shall be issued to the Noteholders in denominations of
Units of participation representing pro rata interests in funds to be
distributed pursuant to the Supplemental Indenture, each Noteholder to receive a
Certificate representing the applicable percentage of the total authorized
Units. At the office or agency of the Trustee and in the manner and subject to
the limitations provided in the Supplemental Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or
exchange of Certificates, Certificates may be exchanged for other Certificates
of any authorized number of Units and of a like aggregate number of Units upon
surrender of the Certificates to be exchanged at any such office or agency.
<PAGE>

         The Trustee will distribute cash amounts received from the FPFI Trust
to Certificateholders pro rata in proportion to the number of Units represented
by the Certificates held by each Holder of Certificates. The Company shall
execute and deliver to the FPFI Trust an Assignment of Beneficial Interest
designating the Trustee as the record owner of the legal and beneficial interest
in the Claim. Following assignment of the Claim to the Trustee and any receipt
of funds in respect of the Claim by the Trustee, the Trustee shall distribute
these funds to the Certificateholders in accordance with the aggregate number of
Units represented by the Certificates held by each Certificateholder. At any
time at or following such distribution, either the Trustee or a
Certificateholder may request the FPFI Trust to register such Certificate's pro
rata interest in the Assignment directly in the name of that Certificateholder
pursuant to an executed Assignment of Beneficial Interest.

         Upon due presentment for registration of transfer of this Certificate
at the office or agency of the Trustee, a new Certificate or Certificates of any
authorized number of Units and of a like aggregate number of Units will be
issued to the transferee in exchange thereof, subject to the conditions and
limitations provided in the Supplemental Indenture, without charge except for
any tax or other governmental charge imposed in connection therewith.

         The Trustee or any authenticating agent may deem and treat the
registered holder hereof as the absolute owner of this Certificate (whether or
not this Certificate shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment hereof,
or on account hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent or registrar shall be affected by any
notice to the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid, satisfy and
discharge liability for monies payable on this Certificate.

         No recourse for any payment with respect to this Certificate, or for
any claim based hereon or otherwise in respect hereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in the Indenture, as
supplemented by the Supplemental Indenture or any indenture supplemental thereto
or in any Certificate, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
Successor Company, either directly or through the Company or any Successor
Company, whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Certificate to be duly
executed under its corporate seal.

                                        FIRSTPLUS FINANCIAL GROUP, INC.

                                        By:
                                           ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------

Attest:


------------------------------------
Secretary


                          CERTIFICATE OF AUTHENTICATION

Dated:
      ------------------------------

         This is one of the Certificates described in the within-named
Supplemental Indenture.

                                        HSBC BANK USA, as Indenture Trustee

                                        By:
                                           ------------------------------------
                                             Authorized Signature
<PAGE>


                                   ASSIGNMENT

         For value received _____________________________ hereby sell(s),
assign(s) and transfer(s) unto _________________________ (Please insert social
security or other identifying number of assignee) the within Certificate, and
hereby irrevocably constitutes and appoints ________________________________
attorney to transfer the said Certificate on the books of the Company, with full
power of substitution in the premises.

Dated:________________________________


                                           _____________________________________

                                           _____________________________________
                                           Signature(s)

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks,
stock brokers, savings and loan associations and credit unions) with membership
in an approved signature guarantee medallion program pursuant to Securities and
Exchange Commission Rule 17Ad-15.

                                           _____________________________________
                                           Signature Guarantee
<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription of the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM                        as tenants in common
         UNIF GIFT MIN ACT              Uniform Gifts to Minors Act
                                        _____________(State)
         TEN ENT                        as tenants by the __________ Custodian
                                        entireties (Cust)
         JT TEN                         as  joint tenants  with __________ under
                                        right of survivorship (Minor) and not
                                        as tenants in common

Additional abbreviations may also be used though not in the above list.
<PAGE>

                                    Exhibit A

                                 CONVERSION FORM

         The undersigned hereby:

         (1) Irrevocably elects to convert ______________ of the Units
represented by of this Certificate into an irrevocable interest in the FPFG
Intercompany Claim in accordance with the terms of said Certificate and the
Supplemental Indenture;

         (2) Requests that an Assignment of Beneficial Interest for such
irrevocable interest in the FPFG Intercompany Claim be delivered to the
Bankruptcy Trustee in the name of the undersigned; and

         (3) Requests that, if such Units are not all of the Units represented
by said Certificate, a new instrument of like tenor for the balance of the Units
represented by said Certificate be issued in the name of the undersigned and
delivered to the undersigned at the address below.

Date:______________________________     SIGNATURE:


                                        _______________________________________
                                        (Please sign exactly as name appears
                                        on face of Certificate)

                                        Address:

                                        _______________________________________


                                        _______________________________________


                                        Taxpayer Identification Number:

                                        _______________________________________


         Signature(s) must be guaranteed by an eligible Guarantor Institution
(banks, stock brokers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15.


                                        _______________________________________
                                        Signature Guarantee
<PAGE>

         Fill in for registration of Assignment of Beneficial Interest if to be
issued, and Certificates if to be delivered, other than to and in the name of
the Registered holder:


                                        _______________________________________
                                        (Name)

                                        _______________________________________
                                        (Street Address)

                                        _______________________________________
                                        (City, State and Zip Code)


                                        Please print name and address

                                        Number of Units to be converted
                                        (if less than all)

                                        _______________________________________