Exhibit 31.2


                            CERTIFICATION PURSUANT TO
                                 RULE 13a-14(a)

         I, Tara Y.  Harrison, Chief  Financial  Officer of  Guaranty  Financial
Corporation, certify that:

         1.       I have  reviewed this annual report on Form 10-KSB of Guaranty
                  Financial Corporation;

         2.       Based on my knowledge, this annual report does not contain any
                  untrue  statement  of a  material  fact  or  omit  to  state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  annual report;

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information included in this annual report,  fairly
                  present in all  material  respects  the  financial  condition,
                  results of  operations  and cash  flows of the small  business
                  issuer as of, and for,  the periods  presented  in this annual
                  report;

         4.       The small business issuer's other certifying officer and I are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  Exchange  Act Rules
                  13a-15(e) and  15d-15(e))  for the small  business  issuer and
                  have:

                  (a)      Designed such disclosure controls and procedures,  or
                           caused such disclosure  controls and procedures to be
                           designed  under  our  supervision,   to  ensure  that
                           material  information  relating to the small business
                           issuer, including its consolidated  subsidiaries,  is
                           made  known to us by others  within  those  entities,
                           particularly  during the period in which this  annual
                           report is being prepared;

                  (b)      Evaluated  the  effectiveness  of the small  business
                           issuer's   disclosure  controls  and  procedures  and
                           presented in this annual report our conclusions about
                           the  effectiveness  of the  disclosure  controls  and
                           procedures,  as of the end of the  period  covered by
                           this report based on such evaluation; and

                  (c)      Disclosed  in this  annual  report  any change in the
                           small  business   issuer's   internal   control  over
                           financial  reporting  that occurred  during the small
                           business issuer's most recent fiscal quarter that has
                           materially  affected,  or  is  reasonably  likely  to
                           materially   affect,   the  small  business  issuer's
                           internal control over financial reporting; and

         5.       The small  business  issuer's other  certifying  officer and I
                  have  disclosed,  based  on  our  most  recent  evaluation  of
                  internal  control  over  financial  reporting,  to  the  small
                  business  issuer's  auditors  and the audit  committee  of the
                  small  business   issuer's  board  of  directors  (or  persons
                  performing the equivalent functions):

                  (a)      All significant  deficiencies and material weaknesses
                           in the design or operation  of internal  control over
                           financial  reporting  which are reasonably  likely to
                           adversely affect the small business  issuer's ability
                           to record,  process,  summarize and report  financial
                           information; and

                  (b)      Any fraud,  whether or not  material,  that  involves
                           management or other  employees who have a significant
                           role in the small business  issuer's internal control
                           over financial reporting.


Date:  April 13, 2004
                                                /s/ Tara Y. Harrison
                                                --------------------------------
                                                Tara Y. Harrison
                                                Chief Financial Officer