September 22, 2004

Via Facsimile 213-623-4581 and U.S. Mail

Hillel T. Cohn, Esq.
Squire, Sanders & Dempsey, L.L.P.
801 South Figueroa Street, 14th Floor
Los Angeles, California 90017-5554

RE:	Vestin Group, Inc.
	Schedule 13E-3 filed by Mr. Michael V. Shustek
	Date Filed: August 23, 2004
	File No. 5-56145

Dear Mr. Cohn:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why any comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone number listed at the end of this
letter.

Schedule 13E-3

General

1. The Schedule 13E-3 does not include information regarding the
anticipated dissemination of the disclosure document to security
holders.  As the proposed transactions involve purchases by an
affiliate, the affiliate must comply with Rule 13e-3(f).  The
information required by Rule 13e-3(e) and Schedule 13E-3 must be
provided to each person who is a record holder of a class of equity
securities subject to the Rule 13e-3 transaction as of a date not more
than 20 days prior to the date of such purchase.   Please advise us,
with a view toward disclosure, how Mr. Shustek intends to comply with
the dissemination requirements with respect to his initial purchase.

2. We note Mr. Shustek intends to make purchases of the subject class
from time to time.  In the absence of disclosure to the contrary, it
appears that Mr. Shustek has determined that the filing of a single
Schedule 13E-3 will satisfy his filing obligations with respect to
this anticipated series of purchases and otherwise fully complies with
Rule 13e-3.  Advise us, with a view toward corrective disclosure,
whether Mr. Shustek intends to file and disseminate an amendment to
his Schedule 13E-3 each time he expects to make an additional purchase
in his series.

3. Revise to include a prominent legend on the outside cover page that
indicates neither the Securities and Exchange Commission nor any state
securities commission has: approved or disapproved of the transaction;
passed upon the merits or fairness of the transaction; or passed upon
the adequacy or accuracy of the disclosures in the document.  The
legend also must make clear that any representation to the contrary is
a criminal offense.  See Rule 13e-3(e)(iii).

4. We could not locate the "Special Factors" section.  Please revise
to include this information.  The information required by Items 7, 8
and 9 of Schedule 13E-3 must be prominently disclosed in a "Special
Factors" section in the front of the disclosure document.  See Rule
13e-3(e)(1)(ii).

5. Item 1

6. At present, the summary term sheet only generically describes the
price and no other terms of the proposed transactions.  A summary term
sheet, among other things, must also appear in bullet point format.
Revise to include a summary term sheet that fully complies with Item
1001 of Regulation M-A.  See Rule 13e-3(e)(i).

Item 5

7. Revise Item 5(c) to describe any negotiations or material contracts
concerning the matters referred to in paragraph 5(b).  Include a
discussion of any valuation data provided by the independent valuation
advisors, and include the details of any preliminary negotiations with
the Special Committee of the Board of Directors.  Advise us whether or
not Mr. Shustek relied upon any of the valuation advisor`s data with
respect to making his decision to proceed with the instant series of
transactions.  See Item 1005 of Regulation M-A.

Item 7

8. Revise Item 7(b) to describe any alternative means considered by
Mr. Shustek to accomplish the stated purposes, and the reasons for
their rejection.  Include the reasons for the rejection of the
proposed transactions referenced from Item 5(b).  See Item 1013(b) of
Regulation M-A.

9. Revise to expressly indicate why Mr. Shustek is proposing this
series of transactions now as opposed to other times in Vestin`s
operating history.  For example, disclose a timeline illustrating when
Mr. Shustek ultimately concluded the securities were undervalued and
action on his part needed to be taken.  See Item 1013(c) of Regulation
M-A.

10. Revise Item 7(d) to disclose all of the benefits and detriments of
the transaction to the issuer.  Discuss the fact that the issuer will
be the direct, and Mr. Shustek the indirect, beneficiaries of
projected net savings for terminating registration under the Exchange
Act.  Quantify your response to the extent possible.  See Instruction
2 to Item 1013 of Regulation M-A.

11. We note Vestin suffered an operating loss in 2003. Disclose, if
true, that Mr. Shustek will benefit from the company`s future use of
operating loss carryforwards.  Quantify this benefit to the extent
practicable.  See Instruction 2 to Item 1013 of Regulation M-A.

Item 8

12. All of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A are generally relevant to the fairness determination
and should be discussed in considerable detail in the Schedule 13E-3.
At present, only current and historical market prices appear to have
been discussed, and the discussion of other factors does not satisfy
the item requirement.  To the extent that the affiliate did not
consider all of the factors listed in Instruction 2 to Item 1014, or
deemed them irrelevant in the context of this particular transaction,
provide a detailed explanation of its reasons for so doing.  See Item
1014(b) of Regulation M-A and Question and Answer No. 20 in Exchange
Act Release 17719 (April 13, 1981).

13. Revise to include a separate discussion addressing the procedural
fairness determination on behalf of Mr. Shustek that is expressly
directed to the unaffiliated security holders.  This discussion must
specifically acknowledge the absence of any of the procedural
safeguards set out in Item 1014(c)-(e) of Regulation M-A and address
how the procedural fairness determination was reached in the absence
of any of the safeguards.  When providing the procedural and
substantive fairness determinations to unaffiliated security holders,
please follow the guidance provided in Q & A No. 18-22 in Exchange Act
Release 17719 (April, 1981).

14. We understand that Mr. Shustek intends to disclose the prices paid
for securities in his Form 4.  Advise us, with a view toward
disclosure, how unaffiliated security holders are expected to
determine that the "price and terms are fair" given the nature of the
"pending informal inquiry by the SEC."  In addition, advise us if Mr.
Shustek also intends to make such disclosure concerning price when
reporting his beneficial ownership under Section 13(d).

15. Revise the discussion in Item 8(a) to include the factors that
lead Mr. Shustek to reasonably conclude that the threat of delisting
of the subject securities is not a coercive measure.

Item 13

16.Revise to include summarized financial information required by
Item 1010(c) of Regulation M-A.  In the event that an affiliate
incorporates by reference the information required by Item 1010(a) and
(b), the summarized financial information required by Item 1010(c)
must be disclosed in the Schedule 13E-3.   See Instruction 1 to Item
13 of Schedule 13E-3.  In addition, refer to telephone interpretation
H.7 in the July 2001 supplement to our "Manual of Publicly Available
Telephone Interpretations" that is available on the Commission`s
website at http://www.sec.gov for guidance on complying with a nearly
identical instruction in the context of a tender offer.

Closing Comments

	Please file an amended Schedule 13E-3 in response to these
comments.  Mark the amendments so that the revisions, including those
made not in response to staff comment, are clear and distinguishable
from the text of earlier submissions.  See Rule 310 of Regulation S-T.
In addition, please furnish a cover letter that keys your responses to
our comments and provides any supplemental information we requested.
This comment letter should be filed on EDGAR as correspondence.  If
you believe complying with a comment is not appropriate, tell us why
in your letter.  You should be aware that we might have additional
comments based on your responses.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the issuer, its management and its affiliates are in possession
of all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please provide, in
writing, a statement from the company or affiliate acknowledging that:

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

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filings or in response to
our comments on your filing.

	Please direct any questions regarding the comments to me in the
Office of Mergers and Acquisitions at (202) 942-2948.


Sincerely,


Nicholas P. Panos
Special Counsel