U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 [X] Quarterly Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 1997

                 [ ] Transition Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

          For the transition period from ____________ to _____________

                        Commission file number: 33-76064

                         GUARANTY FINANCIAL CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)


                 Virginia                                  54-1786496
     (State or Other Jurisdiction of                    (I.R.S. Employer
      Incorporation or Organization)                  Identification No.)

                            1658 State Farm Boulevard
                         Charlottesville, Virginia 22911
                    (Address of Principle Executive Offices)

                                 (804) 970-1100
                (Issuer's Telephone Number, Including Area Code)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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  __X__    No  _____

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

          1,499,008 shares of common stock, par value $1.25 per share,
                        outstanding as of July 23, 1997



<PAGE>



                         GUARANTY FINANCIAL CORPORATION

                         QUARTERLY REPORT ON FORM 10-QSB

                                      INDEX
                                      -----

Part I.  Financial Information                                         Page No.
------------------------------                                         --------

Item 1   Financial Statements

         Consolidated Statements of Financial Condition
         as of June 30, 1997 and December 31, 1996                         3

         Consolidated Statements of Operations for the
         Three and Six Months Ended June 30, 1997 and 1996                 4

         Consolidated Statements of Cash Flows for the
         Three and Six Months Ended June 30, 1997 and 1996                 5

         Notes to Consolidated Financial Statements                        7

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                               8

Part II.  Other Information
---------------------------

Item 1   Legal Proceedings                                                12

Item 2   Changes in Securities                                            12

Item 3   Defaults upon Senior Securities                                  12

Item 4   Submission of Matters to a Vote of Security Holders              12

Item 5   Other Information                                                12

Item 6   Exhibits and Reports on Form 8-K                                 12

         Signatures                                                       13


                                       2
<PAGE>


                         GUARANTY FINANCIAL CORPORATION   
                           CONSOLIDATED BALANCE SHEETS 
                                 (In Thousands)        
<TABLE>                                                
<CAPTION>                                              
                                                       
                                                       JUNE 30,          DECEMBER, 31  
                                                         1997                 1996     
                                                      ------------       ------------  
<S>                                                      <C>                <C>        
ASSETS                                                          (Unaudited)            
Cash and cash equivalents                                 $12,859             $6,076   
Investment securities                                                                  
   Held-to-maturity                                         2,998              3,157   
   Available for sale                                      15,693                  0   
   Trading                                                  1,009             16,736   
Investment in FHLB stock at cost                              875              1,360   
Loans receivable, net                                      87,974             81,270   
Accrued interest receivable                                   763                671   
Real estate owned                                               0                 51   
Office properties and equipment, net                        5,902              4,946   
Other assets                                                2,018              1,753   
                                                      ------------       ------------  
          Total assets                                   $130,091           $116,020   
                                                      ============       ============  
                                                                                       
LIABILITIES AND STOCKHOLDERS' EQUITY                                                   
LIABILITIES                                                                            
Deposits:                                                                              
   NOW/MMDA accounts                                      $12,368            $10,300   
   Savings accounts                                         5,758              4,777   
   Certificates of deposit                                 80,996             66,324   
                                                      ------------       ------------  
                                                           99,122             81,401   
Bonds payable                                               2,608              2,706   
Advances from Federal Home Loan Bank                       15,000             17,500   
Securities sold under agreement to repurchase                   -              6,681   
Accrued interest payable                                       58                 61   
Payments by borrowers for taxes and insurance                  76                106   
Other liabilities                                           1,806                990   
                                                      ------------       ------------  
          Total liabilities                               118,670            109,445   
                                                      ------------       ------------  
                                                                                       
STOCKHOLDERS' EQUITY                                                                   
Preferred stock, par value $1 per share, 500,000                                       
   shares authorized, none issued                               -                  -   
Common stock, par value $1.25 per share,                                               
   4,000,000 shares authorized, 1,499,008 and                                          
   924,008 issued and outstanding                           1,874              1,155   
Additional paid-in capital                                  5,728              1,975   
Net unrealized gain (loss) on securities 
    avaiable for sale                                          43                  -   
Retained earnings                                           3,776              3,445   
                                                      ------------       ------------  
          Total stockholders' equity                       11,421              6,575
                                                      ------------       ------------  
<S>                                                      <C>                <C>        
Total liabilities and stockholders' equity               $130,091           $116,020   
                                                      ============       ============  
</TABLE>

                                       3
<PAGE>


                         GUARANTY FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                Three Months Ended   Six Months Ended
                                                      June 30,           June 30,
                                              ---------------------  ------------------
                                                 1997        1996      1997     1996
                                              ----------- ---------  -------- ---------
                                                   (unaudited)         (unaudited)
<S>                                              <C>       <C>        <C>       <C>    
Interest income
   Loans                                         $ 1,809   $ 1,679    $ 3,523   $ 3,302
   Mortgage-backed securities                        458       242        807       390
   Investment securities                             107       143        230       271
   Trading account assets                           --        --         --           2
                                                 -------   -------    -------   -------
Total interest income                              2,374     2,064      4,560     3,965
                                                 -------   -------    -------   -------

Interest expense
   Deposits                                        1,175       913      2,222     1,720
   Borrowings                                        362       439        723       928
                                                 -------   -------    -------   -------
Total interest expense                             1,537     1,352      2,945     2,648
                                                 -------   -------    -------   -------

Net interest income                                  837       712      1,615     1,317

Provision for loan losses                             46        31         46        46
                                                 -------   -------    -------   -------

Net interest income after provision
      for loan losses                                791       681      1,569     1,271

Other income
   Loan fees and servicing income                    128       123        288       257
   Gain (loss) on sale of loans and securities        72       (48)        76        91
   Gain on sale of purchased servicing               117      --          117      --
   Service fees on checking                           36        24         62        44
   Other                                              46        26         82        51
                                                 -------   -------    -------   -------
Total other income                                   399       125        625       443
                                                 -------   -------    -------   -------

Other expenses
   Personnel                                         421       275        783       524
   Occupancy                                         122        74        235       149
   Data processing                                    86        72        180       147
   Deposit insurance premiums                         28        42         56        89
   Other                                             229       120        426       272
                                                 -------   -------    -------   -------
Total other expenses                                 886       583      1,680     1,181
                                                 -------   -------    -------   -------

Income before income taxes                           304       223        514       533
                                                 -------   -------    -------   -------

Provision for income taxes                           106        70        183       186
                                                 -------   -------    -------   -------

Net income                                       $   198   $   153    $   331   $   347
                                                 =======   =======    =======   =======

Earnings per common share                        $  0.13   $  0.17    $  0.24   $  0.38
                                                 =======   =======    =======   =======
</TABLE>


                                       4


<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 1997 and 1996
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                      1997       1996
                                                                      ----       ----
 
                                                                        (unaudited)
<S>                                                                <C>         <C>     
Operating Activities
     Net Income                                                    $    331    $    347
     Adjustments to reconcile net income to net cash provided
         (absorbed) by operating activities:
         Provision for loan losses                                       46          46
         Depreciation and amortization                                  151          53
         Amortization of deferred loan fees                              56          69
         Net amortization of premiums and accretion of discounts         11          64
         Loss (gain) on sale of loans                                   (46)       (178)
         Originations of loans held for sale                         (4,570)     (2,426)
         Proceeds from sale of loans                                  4,778       2,543
         Loss (gain) on sale of securities available for sale           (64)         (3)
         (Gain) loss on trading securities                               34          90
         Purchase of trading securities                             (26,102)    (48,316)
         Sales of trading securities                                 26,086      48,226
         (Gain) loss on sale of real estate owned                         1        --
         Changes in:
              Accrued interest receivable                               (92)        (78)
              Other assets                                             (214)        (60)
              Accrued interest payable                                   (3)         25
              Prepayments by borrowers for taxes and insurance          (30)         50
              Other liabilities                                         816         988
                                                                   --------    --------

Net cash provided (absorbed) by operating activities                  1,189       1,440
                                                                   --------    --------


Investing activities
     Net (increase) decrease in loans                                (6,870)     (7,166)
     Mortgage-backed securities principal repayments                    718         423
     Proceeds from sale of securities available for sale             15,270       8,615
     Purchase of securities available for sale                      (15,791)    (14,050)
     Redemption of FHLB stock                                           485          43
     Purchases of office properties and equipment                    (1,107)     (2,150)
                                                                   --------    --------

Net cash provided (absorbed) by investing activities                 (7,295)    (14,285)
                                                                   --------    --------

</TABLE>
                                       5
<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

<TABLE>
<CAPTION>
                                                                             1997         1996
                                                                             ----         ----
 
                                                                                (unaudited)
<S>                                                                         <C>         <C>     
Financing activities
     Net increase (decrease) in deposits                                      17,721      15,321
     Repayment of FHLB advances                                               (2,500)     (8,550)
     Increase (decrease) in securities sold under agreement to repurchase     (6,681)      6,104
     Proceeds from the issuance of common stock, net                           4,472        --
     Principal payments on bonds payable, including unapplied payments          (123)       (435)
                                                                            --------    --------

Net cash provided (absorbed) by financing activities                          12,889      12,440
                                                                            --------    --------

Increase (decrease) in cash and cash equivalents                               6,783        (405)
                                                                            --------    --------

Cash and cash equivalents, beginning of period                                 6,076       5,836
                                                                            --------    --------

Cash and cash equivalents, end of period                                    $ 12,859    $  5,431
                                                                            ========    ========
</TABLE>


Supplemental Disclosure of Non-cash Investing Activities:

On January 1, 1997,  securities  with a carrying  value of  approximately  $15.8
million were  transferred  from the trading  account to the  available  for sale
account.


                                       6
<PAGE>




                         GUARANTY FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Six Months ended June 30, 1997 and 1996



Note 1  Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Guaranty  Financial   Corporation  ("the   Corporation")  and  its  wholly-owned
subsidiaries,  Guaranty Bank ("the Bank"),  GMSC, Inc., which was organized as a
financing  subsidiary,  and Guaranty  Investments  Corp., which was organized to
sell  insurance  annuities  and other  non-traditional  products.  All  material
intercompany accounts and transactions have been eliminated in consolidation.

Note 2  Basis of Presentation

The  accompanying  interim  financial  statements are unaudited;  however,  such
information  reflects all  adjustments  which are, in the opinion of management,
necessary in order to make the consolidated financial statements not misleading.
All adjustments are of a normal recurring nature.



                                       7
<PAGE>




ITEM 2              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Charter Conversion

Effective  the close of business on June 30, 1997,  Guaranty  Bank,  the primary
operating  subsidiary of the Corporation,  received final regulatory approval to
convert from a federally-chartered  savings association to a Virginia-chartered,
federal reserve member commercial bank. Management believes that operating under
a commercial  bank charter will better suit the Bank's  business  plan than will
the federal savings association charter.


Changes in Financial Condition

Deposit growth during the six months ended June 30, 1997 and the completion of a
secondary  offering of common stock in January 1997 enabled Guaranty to increase
assets.  Total assets increased by $14.1 million,  or 12.1%, from $116.0 million
at December 31, 1996 to $130.1  million at June 30, 1997.  This deposit growth -
all local funds - was primarily invested in loans and cash.

Cash and cash equivalents increased $6.8 million, or 111.6%, to $12.9 million at
June 30, 1997 from $6.1 million at December 31, 1996.  This increase in cash was
due to the combination of increased  deposits,  principal  payments  received on
investment  securities,  the sale of loans  and the  completion  of a  secondary
offering of the  Corporation's  common  stock in January  1997.  Proceeds to the
Corporation  from  the  offering  (net of  offering  expenses  of  approximately
$280,000) were approximately $4.0 million.

Investment  securities,  at June 30, 1997,  decreased $193  thousand,  or 1%, to
$19.7  million  from $19.9  million at December  31,  1996.  This  decrease  was
primarily a result of principal  repayments on  mortgage-backed  securities.  At
December  31,  1996,  as a result of a combined  federal  and state  examination
relating to the conversion to a state  chartered bank,  Management  reclassified
$16.7 million of mortgage backed  securities from the available for sale account
to the trading account. These securities were subsequently transferred, based on
management's  intent, back to the available for sale account on January 1, 1997.
Included  in the  investment  portfolio  are  $3.0  million  of  mortgage-backed
securities,  classified  as held to  maturity,  which  collateralize  the  bonds
payable,  $15.7 million of GNMA and FHLMC mortgage-backed  securities classified
as available for sale, $1.0 million of United States  Treasury Notes  classified
as trading.

Due to a mandatory  stock  redemption in March 1997,  investment in Federal Home
Loan  Bank  stock,  a  restricted  security  recorded  at cost,  decreased  $485
thousand,  or 35.6% from $1.4 million at December  31, 1996 to $875  thousand at
June 30, 1997.

The loan portfolio  consists  primarily of mortgage loans, the majority of which
are  residential  first  mortgage  loans.  Of the $89.1  million of gross  loans
outstanding  at June 30, 1997,  approximately  74% represent  residential  first
mortgages.  Net loans were $87.9  million at June 30, 1997,  an increase of $6.6
million,  or 8.3%,  from net loans of $81.3  million at December 31, 1996.  This
increase  was  primarily a result of  increased  loan  origination's  due to the
general growth and expansion of the existing  branch network during the past six
months,  market demand and the expanded commercial and consumer lending programs
which were started in 1996.  Increased  origination's  were partially  offset by
scheduled loan payments and the sale of approximately $4.8 million of fixed rate
mortgage loans at a gain of $15 thousand.

                                       8
<PAGE>

Real estate owned of $51 thousand at December 31, 1996 was sold during the first
quarter of 1997 at a loss of approximately $1 thousand. No real estate owned was
held at June 30, 1997.

Deposits  increased by $17.7 million,  or 21.8%,  between  December 31, 1996 and
June 30, 1997. The majority of the growth was in certificates of deposit,  which
increased $14.7 million, or 22.1%. This growth, comprised solely of local funds,
is a reflection  of continued  marketing  and the opening of a new branch on the
east side of Charlottesville in December 1996.

Office properties and equipment increased $1.0 million, or 19.3%, since December
31, 1996.  This increase was primarily due to the completion of the fifth retail
branch office, which is located in Harrisonburg,  Virginia,  and improvements to
the previously leased RIO Road branch and office building which was purchased in
June 1996.  All available  space within the RIO Road building was 100% leased at
June 30, 1997. The Harrisonburg branch opened to the public in May 1997.

Due to increased  liquidity resulting from increased deposits and the completion
of a secondary  offering of common  stock,  management  reduced the  reliance on
other borrowed  funds during the second  quarter of 1997.  Advances from Federal
Home Loan Bank decreased $2.5 million,  or 14.2%, due to a scheduled maturity in
February 1997.

Results of Operations

Net Income

Guaranty  reported net income of $198  thousand and $153  thousand for the three
month periods ended June 30, 1997 and 1996, respectively,  and $331 thousand and
$347  thousand  for  the six  month  periods  ended  June  30,  1997  and  1996,
respectively.  The increase in the second  quarter is due primarily to increased
net interest income and gain on sale of purchased  servicing which was partially
offset by additional costs relating to the opening of the fifth retail branch in
Harrisonburg,  Virginia.  This  branch  opened to the  public  in May 1997.  The
decrease in earnings  during the six month period  ending June 30, 1997 compared
to the same period in 1996 was due primarily to one-time  costs  relating to the
successful  conversion from a federally chartered savings association to a state
chartered  commercial bank which was partially  offset by increased net interest
income and gain on the sale of purchased servicing.


Net Interest Income

Net interest income  increased by $125 thousand,  or 17.6%, to $837 thousand for
the three  months ended June 30,  1997,  compared to $712  thousand for the same
period in 1996. Net interest  income  increased by $298 thousand,  or 22.6%,  to
$1.62  million for the six months ended June 30, 1997  compared to $1.32 million
in the same period in 1996. Average earning assets increased by $10.2 million to
$112.0  million for the six months ended June 30, 1997,  compared to an increase
of $5.8 million to $93.7  million for the same period in 1996.  The average rate
earned also increased to 8.13% for the six months ended June 30, 1997 from 8.10%
at  December  31,  1996.  The average  rate  earned was 8.18% at June 30,  1996.
Average  interest  bearing  liabilities also increased by $9.2 million to $119.9
million for the six months  ended June 30, 1997  compared to an increase of $6.6
million to $92.1  million for the same period in 1996.  Interest rate spread and
net interest margin for the six month periods ending June 30, 1997 and 1996 were
2.74% and  2.87%,  and 2.54%  and  2.64%,  respectively.  The  majority  of this
improvement  in net  interest  income is due to the decrease in the rate paid on
borrowed  money.  The average rate paid on FHLB  advances  and other  borrowings
decreased  114 basis point to 4.89% for the six months  ended June 30, 1997 from
6.03% for the same period in 1996. This  improvement in the average rate paid on
borrowings  was partially  offset by the 28 basis point  increase in the average
rate paid on  certificates  of deposit.  In  addition , the  average  balance of

                                       9
<PAGE>

certificates  of deposit rose $19.6 million,  or 39.8%,  to $63.3 million in the
six month period ending June 30, 1997 when compared to the same period in 1996.

Management  expects the net  interest  margin to improve over the next twelve to
twenty four months as the expanded  commercial  and consumer  lending  programs,
which were begun in 1996,  begin to impact the balance  sheet and  statement  of
operations. In addition, all newly originated fixed-rate mortgage loans are sold
in the  secondary  market.  Also,  management  anticipates  that new  commercial
deposit accounts (checking,  savings,  money market accounts,  etc.) will become
available to new and  existing  customers  in the third  quarter of 1997.  These
types of deposit accounts should reduce the Corporations reliance on more costly
borrowed money and certificates of deposits.


Provision for Loan Losses

Management  analyzes the potential  risk of loss on Guaranty's  loan  portfolio,
given  the  loan  balances  and the  value  of the  underlying  collateral.  The
allowance  for  loan  losses  is  reviewed  monthly  and is  based  on the  loan
classification system, which classifies problem loans as substandard,  doubtful,
or loss.  Additional  provisions are added when deemed  necessary by management.
Based on this evaluation,  Guaranty recorded a provision of $46 thousand for the
three months  ended June 30, 1997,  and a provision of $31 thousand for the same
period in 1996. For the six month periods ended June 30, 1997 and 1996, Guaranty
recorded a provision of $46 thousand. As of June 30 1997 the total allowance for
loan losses amounted to $844 thousand.

Non-Interest Income

Non-interest income increased $274 thousand, or 219.2%, to $399 thousand for the
three months ended June 30, 1997 from $125 thousand for the same period in 1996.
Non-interest  income increased by $182 thousand,  or 41.1%, to $625 thousand for
the six month  period  ended June 30, 1997  compared to the same period in 1996.
The increase in both periods was  primarily  due to a $117  thousand gain on the
sale of purchased  servicing on loans  secured by property  which was outside of
the Bank's principal market area.


Non-Interest Expense

Non-interest expense increased $303 thousand, or 51.9%, to $886 thousand for the
three months ended June 30, 1997  compared to $583  thousand for the same period
in 1996. Non-interest expense increased $499 thousand, or 42.3%, to $1.7 million
for the six months  ended June 30, 1997  compared  to $1.2  million for the same
period in 1996.  Increases in both periods was primarily due to increased  costs
directly related to the opening of a combined branch and corporate  headquarters
on the east  side in  Charlottesville  in  December  1996,  the  opening  of the
Harrisonburg  branch  in May  1997,  and one  time  costs  associated  with  the
successful conversion to a state bank effective June 30, 1997.

Income Tax Expense

Guaranty  recognized  income tax expense of $106  thousand  for the three months
ended June 30,  1997,  compared  to $70  thousand  for the same  period in 1996.
Guaranty recognized income tax expense of $183 thousand for the six months ended
June 30, 1997, compared to $186 thousand for the same period in 1996. Changes in
tax  expense  between  periods is  primarily a result of changes in the level of
taxable income.


                                       10
<PAGE>



Liquidity and Capital Resources

Liquidity is the ability to meet present and future financial obligations either
through the sale of existing  assets or through the  acquisition  of  additional
funds through  asset and liability  management.  Guaranty's  primary  sources of
funds are deposits,  borrowings and amortization,  prepayments and maturities of
outstanding loans and securities. While scheduled payments from the amortization
of loans and  securities are relatively  predictable  sources of funds,  deposit
flows and loan  prepayments  are greatly  influenced by general  interest rates,
economic  conditions  and  competition.  Excess  funds are invested in overnight
deposits to fund cash requirements experienced in the normal course of business.
Guaranty has been able to generate  sufficient cash through its deposits as well
as  through  its  borrowings.  In  connection  with  the  conversion  to a state
chartered bank,  Guaranty  anticipates  reducing its reliance on borrowings as a
source of funds.

In January 1997, the  Corporation  completed a secondary  offering of its common
stock. Net proceeds to the Corporation from the offering were approximately $4.4
million.

Guaranty  uses its sources of funds  primarily  to meet its  on-going  operating
expenses,  to pay deposit withdrawals and to fund loan commitments.  At June 30,
1997, the total approved loan commitments  outstanding amounted to $7.2 million.
At the same date,  commitments  under  unused  lines of credit  amounted to $4.1
million. Certificates of deposit scheduled to mature in one year or less at June
30, 1997 totaled $57.3 million.  Management  believes that a significant portion
of maturing deposits will remain with Guaranty.

At June 30, 1997, Guaranty exceeded all regulatory capital requirements as shown
in the following table.

                                                             Percent of
(Dollars in thousands)                         Amount      Adjusted Assets
                                              ----------------------------

Tangible Capital:
Reulatory capital                              $11,325               9.75%
Minimum capital requirement                      1,951               1.50%
Excess regulatory capital                      $ 9,374               8.25%

Core Capital:
Reulatory capital
Minimum capital requirement                    $11,325               9.75%
Excess regulatory capital                        3,903               3.00%
                                               $ 7,422               6.75%
Risk-based Capital:
Reulatory capital                              $12,053              21.34%
Minimum capital requirement                      5,157               8.00%
Excess regulatory capital                      $ 6,896              13.34%





                                       11
<PAGE>




Part II  Other Information


Item 1            Legal Proceedings
                           Not Applicable

Item 2            Changes in Securities
                           Not Applicable

Item 3            Defaults Upon Senior Securities
                           Not Applicable

Item 4            Submission of Matters to a Vote of Security Holders
                           Not Applicable

Item 5            Other Information
                           Not Applicable

Item 6            Exhibits and Reports on 8-K

                  (a)      Exhibits - None

                  (b)      Reports on Form 8-K:

                  In a  report on  Form  8-K  dated  May 14, 1997 and filed with
                  the Commission on May 15, 1997, the Corporation announced that
                  it would be changing  from  a  fiscal  year  end  June 30 to a
                  calendar  year  in  anticipation  of the  conversion  of its
                  primary   operating   subsidiary,   Guaranty  Bank,  from  a
                  federally chartered  savings association  to a state chartered
                  commercial bank. This conversion  was approved  effective June
                  30, 1997.

                                       12
<PAGE>

                                 SIGNATURES



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



                                   GUARANTY FINANCIAL CORPORATION




Date:   August 14, 1997               By: /s/ Thomas P. Baker
                                         --------------------------------------
                                          Thomas P. Baker
                                          President and Chief Executive Officer




Date:   August 14, 1997               By: /s/ Vincent B. McNelley
                                         --------------------------------------
                                          Vincent B. McNelley
                                          Senior Vice President and Chief 
                                          Financial Officer