UNITED
      STATESSECURITIES
      AND EXCHANGE COMMISSIONWASHINGTON,
      D.C. 20549


FORM
10-K





S
            Annual Report pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of
      1934


For the
fiscal year ended December 31, 2008





Commission
File Number: 0-22269





GS
      Financial Corp.(Exact
      Name of Registrant as Specified in its
Charter)


Louisiana
              
              72-1341014(State
      of Incorporation)
              
              (IRS
      Employer Identification No.)3798
      Veterans Blvd., Metairie, Louisiana
              
              70002(Address
      of Principal Executive Offices)
              
              (Zip
      Code)





Registrant's
telephone number, including area code:(504)
457-6220





Securities
registered pursuant to Section 12(b) of the Act:





Common
      Stock, par value $.01 per share
            
            The
      NASDAQ Stock Market, LLCTitle
      of Class
            
            Name
      of each exchange on which
registered





Securities
registered pursuant to Section 12(g) of the Act: None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  £   No  S


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  £   No  S





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days


Yes S   No
£





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.


S





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):





Large
      accelerated filer
              £
              Accelerated
      filer
              £Non-accelerated
      filer
              £
              Smaller
      reporting company
              S





(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes £    No
S





The
aggregate market value of the voting stock held by nonaffiliates of the
registrant as of June 30, 2008 (the last business day of GS Financial’s most
recently completed second fiscal quarter) was approximately $14.9
million.





As of
March 27, 2009, GS Financial Corp. had 1,276,141 shares of common stock
outstanding.





Documents Incorporated by
      Reference
                  
                  Part of 10-K in which
      incorporatedProxy
      Statement dated March 31, 2009
                    Annual
      Report to Shareholders for the year ended December 31,
2008
                  
                  Part
      III
                    Part
      II, Part IV










GSFINANCIAL CORP.





TABLE
      OF CONTENTSPagePART IItem 1:
                                        Business
                                        1Item
      1A:
                                        Risk Factors
                                        5Item
      1B:
                                        Unresolved Staff Comments
                                        7Item 2:
                                        Properties
                                        7Item 3:
                                        Legal
      Proceedings
                                        8Item 4:
                                        Submission of Matters to a Vote of
      Security Holders
                                        8PART IIItem 5:
                                        Market for Registrant’s Common Equity, Related Stockholder
      Matters, and Issuer Purchases of Equity Securities
                                        8Item 6:
                                        Selected Financial
      Data
                                        8Item 7:
                                        Management’s Discussion and Analysis
      of Financial Condition and Results of
Operations
                                        8Item 7A:
                                        Quantitative and Qualitative
      Disclosures about Market Risk
                                        8Item 8:
                                        Financial Statements and
      Supplementary Data
                                        8Item 9:
                                        Changes in and Disagreements with
      Accountants on Accounting and Financial
    Disclosure
                                        9Item 9A:
                                        Controls and
      Procedures
                                        9Item 9B:
                                        Other Information
                                        9PART IIIItem 10:
                                        Directors, Executive Officers, and Corporate
      Governance
                                        9Item 11:
                                        Executive
      Compensation
                                        9Item 12:
                                        Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters
                                        10Item 13:
                                        Certain Relationships and Related
      Transactions and Director Independence
                                        10Item 14:
                                        Principal Accountant Fees and
      Services
                                        10PART IVItem 15:
                                        Exhibits and Financial Statement
      Schedules
                                        10EXHIBIT
      INDEXSIGNATURES


Table of Contents




PART
I




FORWARD
LOOKING STATEMENTS




The
management of GS Financial Corp. has made forward-looking statements (as defined
in the Securities Exchange Act of 1934 and regulations thereunder) in this
Annual Report on Form 10-K.  These forward-looking statements may be
subject to risks and uncertainties. Forward-looking statements include the
information concerning possible or assumed future results of operations of GS
Financial Corp. and its wholly-owned subsidiary, Guaranty Savings
Bank.




Shareholders
should note that many factors, some of which are discussed elsewhere in this
report, could affect the future financial results of GS Financial Corp. and its
subsidiary, both individually and collectively, and could cause those results to
differ materially from those expressed in this report. These risk factors
include the following:




·
            Operating,
      legal and regulatory risks;




·
            Economic,
      political and competitive forces impacting our various lines of
      business;




·
            The
      risk that our analysis of these risks and forces could be incorrect and/or
      that the strategies developed to address them could be
      unsuccessful;




·
            The
      possibility that increased demand for GS Financial’s financial services
      and products may not occur;




·
            Volatility
      in interest rates; and/or




·
            Other
      risks and uncertainties.




GS
Financial undertakes no obligation to publicly revise or update these
forward-looking statements to reflect events or circumstances that arise after
the date of this report.  Subsequent to the date hereof, readers
should also review other documents that GS Financial files periodically with the
Securities and Exchange Commission, including Quarterly Reports on Form 10-Q and
any Current Reports on Form 8-K.




Item1:
            BUSINESS





ORGANIZATION
AND RECENT DEVELOPMENTS





GS
Financial Corp. (the “Company” or “GS Financial”) was incorporated under
Louisiana law on December 24, 1996 and registered with the Office of Thrift
Supervision as a savings and loan holding company.  The Company
commenced operations on April 1, 1997 as the parent of Guaranty Savings Bank
(the “Bank” or “Guaranty”), which until June, 2006 was known as Guaranty Savings
and Homestead Association and has been in continuous operation in the greater
New Orleans area since 1937.  The Bank is a Federally chartered
savings association.





The
Company, through its investment in the Bank, engages in community banking,
serving a market area that covers the southeast corner of Louisiana through the
Bank’s five branch offices.  The Bank serves commercial, small
business, and retail customers, offering a variety of transaction and savings
deposit products and secured loan products.  Guaranty offers very few
unsecured loans and does not provide trust or investment management
services.  As of December 31, 2008, the Company had assets of
approximately $221.9 million and deposits of approximately $140.1
million.  As of December 31, 2008, the assets of the Bank constituted
virtually all of the assets of GS Financial.





COMPETITION





There is
significant competition within the financial services industry in general as
well as with respect to the particular financial services offered by the Company
and the Bank.  Within its market, the Bank competes directly with
other small community financial institutions as well as major banking
institutions of larger size and greater resources and national “nonbank”
competitors, including mortgage and finance companies.  Competition is
based on a number of factors, including prices, interest rates, services, and
availability of products.


1
 Table of Contents


The
growth of electronic communication and commerce over the Internet influences the
Company’s competitive environment in several ways.  Entities have been
formed which deliver financial services, provide access to financial products,
and conduct transactions exclusively through the
Internet.  Internet-based services have been and are being developed
that are designed to enhance the value of traditional financial
products.  The Internet also has made it easier for consumers to
obtain comparative information on financial products and, over time, could lead
to changes in consumer preferences for financial products.  Guaranty
operates a website to provide information about the Company and to market the
Bank’s products and services.  During 2004, the Bank began offering
online banking services and expects to expand these features in the future as
part of its overall market strategy.





SUPERVISION
AND REGULATION





The
banking industry is extensively regulated under both federal and state
law.  The following discussion addresses the regulatory framework
applicable to savings and loan holding companies and their subsidiaries and
provides certain specific information relevant to the Company.  The
regulation and ongoing supervision of financial institutions is intended
primarily for the protection of depositors, the deposit insurance fund of the
Federal Deposit Insurance Corporation (“FDIC”), and the banking system as a
whole, and generally is not intended for the protection of the institution’s
shareholders.





General


The
Company, as a savings and loan holding company within the meaning of the Home
Owners’ Loan Act, as amended (“HOLA”), is registered with and subject to OTS
regulations, examinations, supervision, and reporting.  As a
subsidiary of a savings and loan holding company, Guaranty Savings Bank is
subject to certain restrictions in its dealings with the Company and any
affiliates thereof.





The
Company’s primary regulator is the Office of Thrift Supervision (“OTS”) which
provides ongoing supervision through regular examinations and other
means.  Prior to December 31, 2008, the Bank, by virtue of its state
charter was subject to the rules and regulations of the Louisiana Office of
Financial Institutions (“OFI”). On December 31, 2008, the Bank amended and
restated its charter to become a Federally chartered savings association. The
regulation of savings banks focuses on evaluating management’s ability to
identify, assess, and control risk in all areas of the institution’s operations
in a safe and sound manner.   Regulators have a wide range of
enforcement actions available to deal with institutions with unacceptable levels
of risk.  These actions could have a material impact on the Bank's
financial results and could impose additional limits on the Bank’s ability to
pay dividends to the Company.





Payment
of Dividends


GS
Financial is a legal entity separate and distinct from its
subsidiary.  The principal source of cash flow for GS Financial,
including cash flow to pay dividends on its capital stock, is dividends from the
Bank.  There are statutory and regulatory limitations on the payment
of dividends by the Bank to the Company.  The payment of dividends by
the Bank may be affected by other factors, such as the requirement to maintain
capital at or above regulatory guidelines.  See “Capital Adequacy and
Related Matters” below.





Capital
Adequacy and Related Matters


Federally
insured savings institutions are required to maintain minimum levels of
regulatory capital.  The OTS has established capital standards
applicable to all savings institutions.  The OTS is also authorized to
impose capital requirements in excess of these standards on individual
institutions on a case-by-case basis.





OTS
capital standards currently require savings institutions to satisfy three
different capital requirements.  Under these standards, savings
institutions must maintain tangible capital of 1.5 percent, core capital of 3.0
percent, and risk based capital of 8.0 percent.  Core capital includes
generally recognized capital such as common stockholders’ equity and retained
earnings plus other items such as qualifying goodwill.  Tangible
capital is essentially the same, but does not include qualifying supervisory
goodwill.  At December 31, 2008, the Bank had no goodwill or other
intangible assets which would be deducted in computing its tangible
capital.  At December 31, 2008, Guaranty Savings Bank exceeded all of
its regulatory capital requirements, with tangible, core and risk- based capital
ratios of 11.56 percent, 11.56 percent, and 19.31 percent
respectively.


2
 Table of Contents


Holding
Company Structure


There are
generally no restrictions on the activities of a savings and loan holding
company which holds only one subsidiary savings institution.  However,
if the Director of the OTS determines that there is reasonable cause to believe
that the continuation by a savings and loan holding company of an activity
constitutes a serious risk to the financial safety, soundness, or stability of
its subsidiary savings institution, the Director may impose such restrictions as
deemed necessary to address such risk, including limiting (i) payment of
dividends by the savings institution; (ii) transactions between the savings
institution and its affiliates; and (iii) any activities of the savings
institution that might create a serious risk that the liabilities of the holding
company and its affiliates may impose on the savings institution.





Notwithstanding
the above rules as to permissible business activities of unitary savings and
loan holding companies, if the savings institution subsidiary of such a holding
company fails to meet the qualified thrift lender (“QTL”) test, as discussed
under “Qualified Thrift Lender Test,” then such unitary holding company shall
become subject to the activities restrictions applicable to multiple savings and
loan holding companies and, unless the savings institution re-qualifies as a QTL
within one year thereafter, shall register as, and become subject to the
restrictions applicable to, a bank holding company.





If the
Company were to acquire control of another savings institution, other than
through merger or other business combination with Guaranty Savings Bank, the
Company would thereupon become a multiple savings and loan holding
company.  Except where such acquisition is pursuant to the authority
to approve emergency thrift acquisitions and where each subsidiary savings
institution meets the QTL test, as set forth below, the activities of the
Company and any of its subsidiaries (other than Guaranty Savings or other
subsidiary savings institutions) would thereafter be subject to further
restrictions.  Among other things, no multiple savings and loan
holding company or subsidiary thereof which is not a savings institution shall
commence or continue for a limited period of time after becoming a multiple
savings and loan holding company or subsidiary thereof any business activity,
other than: (i) furnishing or performing management services for a subsidiary
savings institution; (ii) conducting an insurance agency or escrow business;
(iii) holding, managing, or liquidating assets owned by or acquired from a
subsidiary savings institution; (iv) holding or managing properties used or
occupied by a subsidiary savings institution; (v) acting as trustee under deeds
of trust; (vi) those activities authorized by regulation as of March 5, 1987 to
be engaged in by multiple savings and loan holding companies; or (vii) unless
the Director of the OTS by regulation prohibits or limits such activities for
savings and loan holding companies.  Those activities described in
clause (vii) above also must be approved by the Director of the OTS prior to
being engaged in by a multiple savings and loan holding company.





Limitations
on Transactions with Affiliates


Transactions
between savings institutions and any affiliate are governed by Sections 23A and
23B of the Federal Reserve Act.  An affiliate of a savings institution
is any company or entity which controls, is controlled by or is under common
control with the savings institution.  In a holding company context,
the parent holding company of a savings institution (such as the Company) and
any companies which are controlled by such parent holding company are affiliates
of the savings institution.  Generally, Sections 23A and 23B (i) limit
the extent to which the savings institution or its subsidiaries may engage in
“covered transactions” with any one affiliate to an amount equal to 10% of such
institution’s capital stock and surplus, and contain an aggregate limit on all
such transactions with all affiliates to an amount equal to 20% of such capital
stock and surplus and (ii) require that all such transactions be on terms
substantially the same, or at least as favorable, to the institution or
subsidiary as those provided to a non-affiliate.  The term “covered
transaction” includes the making of loans, purchase of assets, issuance of
guarantees, and other similar transactions.  In addition to the
restrictions imposed by Sections 23A and 23B, no savings institution may (i)
loan or otherwise extend credit to an affiliate, except for any affiliate which
engages only in activities which are permissible for bank holding companies or
(ii) purchase or invest in any stocks, bonds, debentures, notes or similar
obligations of any affiliate, except for affiliates which are subsidiaries of
the savings institution.





In
addition, Sections 22(h) and (g) of the Federal Reserve Act place restrictions
on loans to executive officers, directors, and principal
stockholders.  Under Section 22(h), secured loans to a director, an
executive officer, a greater than 10% stockholder of a savings institution, and
certain affiliated interests of either, may not exceed, together with all other
outstanding loans to such person and affiliated interests, the savings
institution’s loans to one borrower limit (generally equal to 15% of the
institution’s unimpaired capital and surplus).  Section 22(h) also
requires that loans to directors, executive officers, and principal stockholders
be made on terms substantially the same as those offered in comparable
transactions to other persons unless the loans are made pursuant to a benefit or
compensation program  that (i) is widely available to employees of the
institution and (ii) does not give preference to any director, executive
officer, principal stockholder, or certain affiliated interests of either, over
other employees of the savings institution.  Section 22(h) also
requires prior Board approval for certain loans.  In addition, the
aggregate amount of extensions of credit by a savings institution to all
insiders cannot exceed the institution’s unimpaired capital and
surplus.  Furthermore, Section 22(g) places additional restrictions on
loans to executive officers.  At December 31, 2008, Guaranty Savings
Bank was in compliance with the above restrictions.


3
 Table of Contents


Restrictions
on Acquisitions


Except
under limited circumstances, savings and loan holding companies are prohibited
from acquiring, without prior approval of the Director of the OTS, (i) control
of any other savings institution or savings and loan holding company or
substantially all the assets thereof or (ii) more than 5% of the voting shares
of a savings institution or holding company thereof which is not a
subsidiary.  Except with the prior approval of the Director of the
OTS, no director or officer of a savings and loan holding company or person
owning or controlling by proxy or otherwise more than 25% of such company’s
stock, may acquire control of any savings institution, other than a subsidiary
savings institution, or of any other savings and loan holding
company.





The
Director of the OTS may only approve acquisitions resulting in the formation of
a multiple savings and loan holding company which controls savings institutions
in more than one state if (i) the multiple savings and loan holding company
involved controls a savings institution which operated a home or branch office
located in the state of the institution to be acquired as of March 5, 1987; (ii)
the acquirer is authorized to acquire control of the savings institution
pursuant to the emergency acquisition provisions of the Federal Deposit
Insurance Act (“FDIA”); or (iii) the statutes of the state in which the
institution to be acquired is located specifically permit institutions to be
acquired by the state-chartered institutions or savings and loan holding
companies located in the state where the acquiring entity is located (or by a
holding company that controls such state-chartered savings
institutions).





Under the
Bank Holding Company Act of 1956, the Federal Reserve Bank (“FRB”) is authorized
to approve an application by a bank holding company to acquire control of a
savings institution. In addition, a bank holding company that controls a savings
institution may merge or consolidate the assets and liabilities of the savings
institution with, or transfer assets and liabilities to, any subsidiary bank
which is a member of the Bank Insurance fund with the approval of the
appropriate federal banking agency and the FRB.





Insurance
of Accounts


The
deposits of Guaranty Savings Bank are insured to the maximum amount permitted by
the Deposit Insurance Fund, which is administered by the FDIC, and are backed by
the full faith and credit of the U.S. Government.  As an insurer, the
FDIC is authorized to conduct examinations of, and to require reporting by, FDIC
insured institutions.  It also may prohibit any FDIC insured
institution from engaging in any activity that the FDIC determines by regulation
or order to pose a serious threat to the FDIC.  The FDIC also has the
authority to initiate enforcement actions against savings institutions, after
giving the OTS an opportunity to take such action.





The FDIC
may terminate the deposit insurance of any insured depository institution,
including Guaranty Savings Bank, if it determines after a hearing that the
institution has engaged or is engaging in unsafe or unsound practices, is in an
unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, order, or any condition imposed by an agreement with
the FDIC.  It may also suspend deposit insurance temporarily during
the hearing process for the permanent termination of insurance, if the
institution has no tangible capital.  If the insurance of accounts is
terminated, the accounts at the institution at the time of the termination, less
subsequent withdrawals, shall continue to be insured for a period of six months
to two years, as determined by the FDIC.  Management is aware of no
existing circumstances which would result in termination of the Bank’s deposit
insurance.





Qualified
Thrift Lender Test


The
Qualified Thrift Lender (“QTL”) Test measures the Bank’s level of qualified
thrift investments compared to its total portfolio assets (total assets less
intangibles, property used by a savings association in its business, and liquid
investments in an amount not to exceed 20% of assets).  Generally,
qualified thrift investments (“QTI’s”) consists of residential housing related
assets.  The Internal Revenue Service (IRS) requires a savings
institution to have at least 65% of its assets in QTI’s to qualify for tax
treatment as a building and loan association.  At December 31, 2008,
90.16% of the Bank’s assets were invested in QTI’s which exceeds the 65%
required to qualify the Bank under the QTL test. Currently, the tax benefits for
savings associations relative to banks are minimal.


4
 Table of Contents


EMPLOYEES





As of
December 31, 2008, the Company and the Bank employed a total of 42 employees,
all of which are on a full-time basis.  The Company affords its
employees a variety of competitive benefit programs including retirement plans
and group health, life, and other insurance programs.  The Company
also supports training and educational programs designed to ensure that
employees have the types and levels of skills needed to perform at their best in
their current positions and to help them prepare for positions of increased
responsibility.





AVAILABLE
INFORMATION





The
Company’s filings with the Securities and Exchange Commission, including annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K, and amendments to those reports, are available on the Company’s website as
soon as reasonably practicable after the Company files such reports with the
SEC.  Copies can be obtained free of charge by link to the SEC’s
website in the  “SEC Company Reports” section of the Company’s website
at www.gsfinancialcorp.com.





Item1A: RISK FACTORS





In
analyzing whether to make or to continue an investment in our securities,
investors should consider, among other factors, the following risk
factors.





Hurricane
Katrina severely impacted our market area and there still are many uncertainties
regarding recovery.





The
Bank’s primary market area is Metairie, Louisiana and the greater New Orleans
metropolitan area, an area which is susceptible to hurricanes and tropical
storms.





Hurricane
Katrina hit the greater New Orleans area in August 2005.  The
hurricane caused widespread property damage, required the relocation of an
unprecedented number of residents and business operations, and severely
disrupted normal economic activity in the impacted areas.  While
rebuilding efforts continue, there is a great deal of uncertainty as to the
economic climate for the New Orleans metropolitan area given the need to address
the multitude of interdependent problems such as: the full scale return of
tourism and its job promotion, the housing shortage, uncertainty as to the
availability of homeowner’s insurance, the full restoration of basic water, gas,
and electrical services, health care, the transportation network, and the flood
prevention system.  There can be no assurance that the repairs and
improvements made in the wake of Hurricane Katrina will withstand another
hurricane or tropical storm.





Hurricane
Katrina affected our loan portfolios by damaging properties pledged as
collateral and by impairing certain borrowers’ abilities to repay their
loans.  As a result of the hurricane, we made a $4.8 million provision
for loan losses in 2005.  During 2007 and 2006 we reversed
approximately $300,000 and $2.0 million, respectively, of such
provisions.  No reversal or provision was made in 2008. The after
effects of the hurricane may continue to affect our loan quality, loan
originations into the future, and could adversely impact our deposit
base.





Our
ability to compete effectively in the banking business in the future, especially
with financial institutions whose operations are not concentrated in the
affected area or which have greater resources than we do, will depend primarily
on our ability to continue normal business operations and grow despite the
impact of the hurricane.  The severity and duration of these effects
will depend on a variety of factors that are beyond our control, including the
amount and timing of government, private, and philanthropic investment
(including deposits) in the region, the pace of rebuilding and economic recovery
in the region, and the extent to which the hurricane’s property damage is
covered by insurance.


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 Table of Contents


None of
the effects described above can be accurately predicted or quantified at this
time.  As a result, some uncertainty remains regarding the impact
Hurricane Katrina will have on the business, financial condition, and results of
operations of the Bank.  Further, the area in which we operate may
experience hurricanes and other storms in the future, and some of those
hurricanes and storms may have effects similar to those caused by Hurricane
Katrina.





Our
results of operations are significantly dependent on economic conditions and
related uncertainties.





The
operations of savings associations are affected, directly and indirectly, by
domestic and international economic and political conditions and by governmental
monetary and fiscal policies.  Conditions such as inflation,
recession, unemployment, volatile interest rates, real estate values, government
monetary policy, international conflicts, the actions of terrorists, and other
factors beyond our control may adversely affect our results of
operations.  Changes in interest rates, in particular, could adversely
affect our net interest income and have a number of other adverse effects on our
operations, as discussed in the risk factor below.  Adverse economic
conditions also could result in an increase in loan delinquencies, foreclosures,
nonperforming assets, and a decrease in the value of the property or other
collateral which secures our loans, all of which could adversely affect our
results of operations.  We are particularly sensitive to changes in
economic conditions and related uncertainties in the metropolitan New Orleans
area because we derive substantially all of our loans, deposits and other
business from this area.  Accordingly, we remain subject to the risks
associated with prolonged declines in our local economy.





Changes
in interest rates could have a material adverse effect on our
operations.





The
operations of financial institutions such as Guaranty Savings Bank are dependent
to a large degree on net interest income, which represents the difference
between the interest income earned on interest-earning assets such as loans and
investment securities and the interest expense paid on interest-bearing
liabilities such as deposits and borrowings.  Changes in the general
level of interest rates can impact our net interest income by affecting the
difference between the weighted average yield earned on our interest-earning
assets and the weighted average rate paid on our interest-bearing liabilities,
the interest rate spread, and the average life of our interest-earning assets
and interest-bearing liabilities.  Changes in interest rates can also
affect our ability to originate loans; the value of our interest-earning assets
and our ability to realize gains from the sale of such assets; our ability to
obtain and retain deposits in competition with other available investment
alternatives; the ability of our borrowers to repay adjustable or variable rate
loans; and  the fair value of derivatives, if any, carried on our
balance sheet, derivative hedge effectiveness testing, and the amount of
ineffectiveness recognized in our earnings.  Interest rates are highly
sensitive to many factors, including governmental monetary policies, domestic
and international economic and political conditions, and other factors beyond
our control.  Although we believe that the estimated maturities of our
interest-earning assets are well balanced in relation to the estimated
maturities of our interest-bearing liabilities (which involves various estimates
as to how changes in the general level of interest rates will impact these
assets and liabilities), there can be no assurance that our profitability would
not be adversely affected during any period of changes in interest
rates.





There
are increased risks involved with commercial real estate and construction
lending activities.





Our
lending activities include loans secured by commercial real
estate.  In addition, we originate loans for the construction of
residential and commercial use properties.  Commercial real estate and
construction lending is generally considered to involve a higher degree of risk
than single-family residential lending due to a variety of factors, including
larger loan balances, the dependency on successful completion or operation of
the project for repayment, the difficulties in estimating construction costs and
loan terms which typically do not require full amortization of the loan over its
term and, instead, provide for a balloon payment at stated
maturity.  Our lending activities also include: commercial business
loans to small and medium size businesses, which are secured by various
equipment, machinery and other corporate assets;  a wide variety of
consumer loans, including home improvement loans, home equity loans, education
loans; and loans secured by automobiles, boats, mobile homes, recreational
vehicles, and other personal property.  Although commercial business
loans and consumer loans typically have shorter terms and higher interests rates
than mortgage loans, they may involve more risk than mortgage loans because of
the nature of, or in certain cases the absence of, the collateral which secures
such loans.


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 Table of Contents


Our
allowance for losses on loans and leases may not be adequate to cover probable
losses.





We have
established an allowance for loan losses which we believe is adequate to offset
probable losses on our existing loans and leases.  There can be no
assurance that any future declines in real estate market conditions, general
economic conditions, or changes in regulatory policies will not require us to
increase our allowance for loan and lease losses, which would adversely affect
our results of operations.





We
are subject to extensive regulation which could adversely affect our business
and operations.





We and
our subsidiary are subject to extensive federal and state governmental
supervision and regulation, which are intended primarily for the protection of
depositors.  In addition, we and our subsidiary are subject to changes
in federal and state laws, as well as changes in regulations, governmental
policies, and accounting principles.  The effects of any such
potential changes cannot be predicted but could adversely affect the business
and our operations in the future.





We
face strong competition which may adversely affect our
profitability.





We are
subject to vigorous competition in all aspects and areas of our business from
banks and other financial institutions such as: savings and loan associations,
savings banks, finance companies, credit unions, and other providers of
financial services including money market mutual funds, brokerage firms,
consumer finance companies, and insurance companies.  We also compete
with non-financial institutions including retail stores that maintain their own
credit programs and governmental agencies that make available low cost or
guaranteed loans to certain borrowers.  Certain of our competitors are
larger financial institutions with substantially greater resources, higher
lending limits, larger branch systems, and a wider array of commercial banking
services.  Competition from both bank and non-bank organizations will
continue.





Our
ability to successfully compete may be reduced if we are unable to make
technological advances.





The
banking industry is experiencing rapid changes in technology.  In
addition to improving customer services, effective use of technology increases
efficiency and enables financial institutions to reduce costs.  As a
result, our future success will depend, in part, on our ability to address our
customers’ needs by using technology.  We cannot assure you that we
will be able to effectively develop new technology-driven products and services
or be successful in marketing these products to our customers.  Many
of our competitors have far greater resources than we have to invest in
technology.





Item1B:
            UNRESOLVED
      STAFF COMMENTS





Not
applicable.





Item2:
            PROPERTIES





The
Company owns one building in Metairie, Louisiana.  A portion of this
building is leased to Guaranty Savings Bank and serves as a mortgage production
office.  The Company’s executive offices are located in Metairie,
Louisiana in the main office facility owned by the Bank.  In addition
to these properties, the Bank owns three branch facilities located in New
Orleans, Mandeville, and Harvey, Louisiana.  The facility in New
Orleans was closed in 2005 subsequent to Hurricane Katrina, but re-opened for
business in August 2007.  The remaining location, in Ponchatoula,
Louisiana, is subject to a lease which management considers to be reasonable and
appropriate to its location.  In 2006, the Bank acquired land for
future development of a bank location in Covington, Louisiana.  The
Company and the Bank make portions of its property available for lease to third
parties, although such leasing activity is not material to the Company’s overall
operations.  Management makes sure that all locations, whether owned
or leased, are maintained in suitable condition.  Management also
evaluates its banking facilities on an ongoing basis to identify possible
under-utilization and to determine the need for functional improvements,
relocations, or possible sales.


7
 Table of Contents


The Bank,
from time to time, may acquire property interests in settlement of
loans.  As of December 31, 2008, the Bank held undeveloped land
located in the area of greater New Orleans known as New Orleans East due to
foreclosure in 2008.





Item3:
            LEGAL
      PROCEEDINGS





There are
no pending legal proceedings, other than routine litigation incidental to the
business, to which the Company or its subsidiary is a party or to which any of
their property is subject.





Item4:
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





There
were no matters brought to a vote of security holders during the fourth quarter
of 2008.





PART
II





Item5:
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
      PURCHASES OF EQUITY SECURITIES





(a)
            The
      Company’s stock is traded on The NASDAQ Global Market under the symbol
      GSLA.  Shareholders of record for, quarterly high and low stock
      prices of, and cash dividends declared on GS Financial common stock are
      set forth in the Common Stock and Market Prices and Dividends sections of
      the Annual Report to Shareholders for the year ended December 31, 2008,
      included in Exhibit 13.0 hereto and which is incorporated herein by
      reference.  Equity Compensation Plan information is incorporated
      herein by reference to Item 12
hereof.





(b)
            Not
      applicable.





(c)
            There
      were no purchases made by or on behalf of the Company of shares of common
      stock of the Company during the fourth quarter of
  2008.





Item6:
            SELECTED
      FINANCIAL DATA





The
information required by this section is included in the section titled “Selected
Consolidated Financial Data” of GS Financial’s 2008 Annual Report to
Shareholders and is hereby incorporated herein by reference from Exhibit 13.0
hereto.





Item7:
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The
section entitled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” of GS Financial’s 2008 Annual Report to Shareholders
is hereby incorporated herein by reference from Exhibit 13.0
hereto.





Item7A:
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





Item8:
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





The
Consolidated Financial Statements of GS Financial Corp. and Subsidiary, the
accompanying Notes to Consolidated Financial Statements, and the Report of
Independent Registered Public Accounting Firm contained in GS Financial’s 2008
Annual Report to Shareholders are hereby incorporated herein by reference from
Exhibit 13.0 hereto.


8
 Table of Contents


Item9:
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





None.





Item9A:
            CONTROLS
      AND PROCEDURES





(a)
            Our
      management evaluated, with the participation of our Chief Executive
      Officer and Chief Financial Officer, the effectiveness of our disclosure
      controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under
      the Securities Exchange Act of 1934) as of the end of the period covered
      by this report.  Based on such evaluation, our Chief Executive
      Officer and Chief Financial Officer have concluded that our disclosure
      controls and procedures are designed to ensure that information required
      to be disclosed by us in the reports that we file or submit under the
      Securities Exchange Act of 1934 is recorded, processed, summarized and
      reported within the time periods specified in the SEC’s rules and
      regulations and are operating in an effective
  manner.





(b)
            Management's
      Report on Internal Control Over Financial Reporting is incorporated herein
      by reference from Exhibit 13.0
hereto.





(c)
            No
      change in the Company's internal control over financial reporting (as
      defined in rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act
      of 1934) occurred during the most recent fiscal quarter that has
      materially affected, or is reasonably likely to materially affect, its
      internal control over financial
reporting.





Item9B:
            OTHER
      INFORMATION





Not
applicable.





PART
III





Item
      10:
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Information about Directors and
Executive Officers.Information about the directors, director
nominees, and executive officers of GS Financial Corp. in compliance with
Section 16(a) of the Exchange Act and information concerning GS Financial’s
audit committee is included in the sections captioned, "Information with Respect
to Nominees for Director, Continuing Directors and Executive Officers,"—
Committees and Meetings of the Board of Directors" and "Beneficial Ownership of
Common Stock by Certain Beneficial Owners and Management – Section 16(a)
Beneficial Ownership Reporting Compliance" included in GS Financial’s Proxy
Statement for the Annual Meeting of Shareholders to be held on April 22, 2008
(the “Proxy Statement”) on Definitive Schedule 14A filed with the SEC and is
hereby incorporated herein by reference.





Code of Ethics.We
have adopted a code of  conduct and ethics applicable to our directors
and all employees. The text of this code of conduct and ethics may be found on
our website at www.gsfinancialcorp.com.  We intend to file information
regarding any waiver from any provision of our code of ethics on Form 8-K, as
required by the listing standards of the NASDAQ Stock
Market.  Amendments to the code of ethics will be posted on our
website at www.gsfinancialcorp.com.





Item11:
            EXECUTIVE
      COMPENSATION





Information
regarding compensation of directors and executive officers is included in the
sections captioned "Information with Respect to Nominees for Director,
Continuing Directors and Executive Officers – Director Compensation" and
"Executive Compensation" of the Proxy Statement is hereby incorporated herein by
reference.


9
 Table of Contents


Item12:
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS




The
information required herein by Item 403 of Regulation S-K is incorporated by
reference from the section captioned "Beneficial Ownership of Common Stock by
Certain Beneficial Owners and Management" of the Registrant’s Proxy
Statement.





Equity Compensation Plan
Information.  As of December 31, 2008 the Company had no equity
compensation plans in place requiring disclosure under Item 201(d) of Regulation
S-K.





Item13:
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND
      DIRECTOR  INDEPENDENCE





The
information required herein is incorporated by reference from the sections
captioned "Transactions with Certain Related Persons" and "Information with
Respect to Nominees for Director, Continuing Directors and Executive Officers"
of the Registrant’s Proxy Statement.





Item 14:
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





The
information required herein is incorporated by reference from the section
captioned "Ratification and Appointment of Independent Registered Public
Accounting Firm – Audit Fees" of the Registrant’s Proxy Statement.




PART
IV





Item
      15:
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES





(a)(1)
            The
      following consolidated financial statements of the Company and its
      subsidiary are incorporated by reference from Item 8 in Part II of this
      Form 10-K (see Exhibit 13.0).





Report
      of Independent Registered Public Accounting
Firm


Consolidated
      Balance Sheets – December 31, 2008 and
2007


Consolidated
      Statements of (Loss) Income – Years Ended December 31, 2008, 2007, and
      2006


Consolidated
      Statements of Comprehensive (Loss) Income – Years Ended December 31, 2008,
      2007, and 2006


Consolidated
      Statements of Changes in Stockholders’ Equity – Years Ended December 31,
      2008, 2007, and 2006


Consolidated
      Statements of Cash Flows – Years Ended December 31, 2008, 2007, and
      2006


Notes
      to Consolidated Financial
Statements





(a)(2)
            All
      schedules for which provision is made in the applicable accounting
      regulation of the SEC are omitted because of the absence of conditions
      under which they are required or because the required information is
      included in the consolidated financial statements and related notes
      thereto.


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 Table of Contents





(a)(3)
            Exhibits






No.
                      
                      Description
                      
                      Location3.1
                      
                      Articles
      of Incorporation of GS Financial Corp.
                      
                      (1)3.2
                      
                      Bylaws
      of GS Financial Corp.
                      
                      (2)4.1
                      
                      Stock
      Certificate of GS Financial Corp.
                      
                      (1)10.1
                      
                      GS
      Financial Corp. Amended and Restated Recognition and Retention Plan and
      Trust Agreement*
                      
                      (3)10.2
                      
                      Letter
      Agreement, dated as of December 8, 2005, by and between Guaranty Savings
      and Homestead Association and Stephen E. Wessel*
                      
                      (4)10.3
                      
                      Letter
      Agreement, signature dated and accepted as of February 29, 2008, by and
      between Guaranty Savings Bank and Stephen E. Wessel*
                      
                      (5)10.4
                      
                      Letter
      Agreement between Guaranty Savings Bank and Stephen E. Wessel, dated as of
      November 20, 2008
                      
                      (3)13.0
                      
                      2008
      Annual Report to Stockholders
                      
                      Included
      herewith21.0
                      
                      Subsidiaries
      of the Registrant  - Information reported in Item
    1
                      
                      Included
      herewith23.0
                      
                      Consent
      of LaPorte, Sehrt, Romig & Hand
                      
                      Included
      herewith31.1
                      
                      Rule
      13a-14(a) Certification of Chief Executive Officer
                      
                      Included
      herewith31.2
                      
                      Rule
      13a-14(a) Certification of Chief Financial Officer
                      
                      Included
      herewith32.0
                      
                      Certification
      pursuant to 18 U.S.C. Section 1350
                      
                      Included
      herewith


___________________


*
            Denotes
      management compensation plan or
arrangement.




(1)
            Incorporated
      herein by reference from the Registration Statement on Form SB-2
      (Registration number 333-18841) filed by the Registrant with the SEC on
      December 26, 1996, as subsequently
amended.




(2)
            Incorporated
      herein by reference from the annual report on Form 10-K for the year ended
      December 31, 2007, filed by the Registrant with the SEC on March 31, 2008
      (Commission File No. 000-22269).




(3)
            Incorporated
      herein by reference from the current report on Form 8-K, filed by the
      registrant with the SEC on November 24, 2008 (Commission File No.
      000-22269).




(4)
            Incorporated
      herein by reference from the current report on Form 8-K, dated December 8,
      2005 filed by the registrant with the SEC (Commission File No.
      000-22269).




(5)
            Incorporated
      herein by reference from the current report on Form 8-K, dated February
      29, 2008 filed by the registrant with the SEC (Commission File No.
      000-22269).





(b)
            The
      exhibits listed under (a)(3) of this Item 15 are filed
      herewith.





(c)
            Reference
      is made to (a)(2) of this Item
15.


11
 Table of Contents


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





GS
FINANCIAL CORP.






Dated:
      March 27, 2009
                  By:
                  /s/
      Stephen E. WesselStephen
      E. Wessel
                    President
      and Chief Executive
Officer








Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.





Name
              
              Title
              
              Date/s/
      Albert J. Zahn, Jr.
              
              Chairman
      of the Board and Director
              
              March
      27, 2009Albert
      J. Zahn, Jr./s/
      Stephen E. Wessel
              
              President
      and Chief Executive Officer
              
              March
      27, 2009Stephen
      E. Wessel/s/
      Bruce A. Scott
              
              Executive
      Vice President and Director
              
              March
      27, 2009Bruce
      A. Scott/s/
      Stephen F. Theriot
              
              Chief
      Financial Officer
              
              March
      27, 2009Stephen
      F. Theriot
              
              (principal
      financial and accounting officer)/s/
      Edward J. Bourgeois
              
              Director
              
              March
      27, 2009Edward
      J. Bourgeois/s/
      Stephen L. Cory
              
              Director
              
              March
      27, 2009Stephen
      L. Cory/s/
      Bradford A. Glazer
              
              Director
              
              March
      27, 2009Bradford
      A. Glazer/s/
      Hayden W. Wren, III
              
              Director
              
              March
      27, 2009Hayden
      W. Wren, III






12