UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



For Quarter Ended                                    Commission File No. 0-25905
June 30, 2000




                         GUARANTY FINANCIAL CORPORATION




          Virginia                                              54-1786496
(State or other Jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)



                1658 State Farm Blvd., Charlottesville, VA 22911
                     (Address of Principal Executive Office)


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

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 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 ___ (not  subject to filing  requirements  for the
past 90 day days).

         As of August 1, 2000, 1,961,727 shares of Common Stock, par value $1.25
per share, were outstanding.


<PAGE>

                         GUARANTY FINANCIAL CORPORATION

                         QUARTERLY REPORT ON FORM 10-QSB

                                      INDEX
                                      -----

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

Item 1    Financial Statements

          Consolidated Balance Sheets as of June 30, 2000
          (unaudited) and December 31, 1999                                3

          Consolidated Statements of Operations for the
          Three and Six Months Ended June 30, 2000 and
          1999 (unaudited)                                                 4

          Consolidated Statements of Comprehensive Income
          for the Three and Six Months Ended June 30, 2000
          and 1999 (unaudited)                                             5

          Consolidated Statements of Cash Flows for the
          Six Months Ended June 30, 2000 and 1999 (unaudited)              6

          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                                                11

Item 2    Changes in Securities                                            11

Item 3    Defaults upon Senior Securities                                  11

Item 4    Submission of Matters to a Vote of Security Holders              11

Item 5    Other Information                                                11

Item 6    Exhibits and Reports on Form 8-K                                 11

Signatures                                                                 12





                                       2
<PAGE>

Part I.  Financial Information
------------------------------

Item 1   Financial Statements

                            GUARANTY FINANCIAL CORPORATION
                             CONSOLIDATED BALANCE SHEETS
                                    (In Thousands)
<TABLE>
<CAPTION>
                                                              June 30,          December 31,
                                                                2000                1999
                                                            ------------        ------------
                                                             (Unaudited)
<S>                                                         <C>                 <C>
ASSETS
Cash and cash equivalents                                   $     20,207        $     12,634
Investment securities
   Held-to-maturity                                                1,264               1,336
   Available for sale                                             21,730              22,197
Investment in FHLB stock at, cost                                  1,550               1,500
Loans receivable, net                                            208,828             205,399
Accrued interest receivable                                        1,939               1,743
Real estate owned                                                  1,250                 843
Office properties and equipment, net                               9,448               9,331
Mortgage servicing rights                                            896                 568
Other assets                                                       4,964               3,788
                                                            ------------        ------------
          Total assets                                      $    272,076        $    259,339
                                                            ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
-----------
Deposits:
   NOW/MMDA accounts                                        $     58,310        $     58,083
   Savings accounts                                               10,802              11,203
   Certificates of deposit                                       157,933             130,308
                                                            ------------        ------------
                                                                 227,045             199,594
Bonds payable                                                        883                 903
Advances from Federal Home Loan Bank                              18,000              20,000
Securities sold under agreement to repurchase                      4,488              16,650
Accrued interest payable                                             754                 258
Payments by borrowers for taxes and insurance                        372                 494
Other liabilities                                                    584               1,099
                                                            ------------        ------------
          Total liabilities                                      252,126             238,998
                                                            ------------        ------------

COMMITMENTS & CONTINGENCIES
---------------------------
Convertible preferred securities                                   6,012               6,075

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, 1,961,727
   issued and outstanding                                          2,452               2,452
Additional paid-in capital                                         8,953               8,943
Accumulated comprehensive income (loss)                           (1,873)             (1,608)
Retained earnings                                                  4,406               4,479
                                                            ------------        ------------
          Total stockholders' equity                              13,938              14,266
                                                            ------------        ------------
Total liabilities and stockholders' equity                  $    272,076        $    259,339
                                                            ============        ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                           Three Months Ended          Six Months Ended
                                                                 June 30,                  June 30,
                                                         ------------------------   -----------------------
                                                            2000          1999         2000         1999
                                                         ----------    ----------   ----------   ----------
                                                                 (unaudited)              (unaudited)
<S>                                                      <C>           <C>          <C>          <C>
Interest income
   Loans                                                 $    5,260    $    3,542   $   10,028   $    6,870
   Investment securities                                        590           751        1,149        1,329
                                                         ----------    ----------   ----------   ----------
Total interest income                                         5,850         4,293       11,177        8,199
                                                         ----------    ----------   ----------   ----------

Interest expense
   Deposits                                                   2,693         2,064        5,055        4,079
   Borrowings                                                   624           585        1,281        1,096
                                                         ----------    ----------   ----------   ----------
Total interest expense                                        3,317         2,649        6,336        5,175
                                                         ----------    ----------   ----------   ----------

Net interest income                                           2,533         1,644        4,841        3,024

Provision for loan losses                                     1,075           105        1,205          165
                                                         ----------    ----------   ----------   ----------

Net interest income after provision
      for loan losses                                         1,458         1,539        3,636        2,859

Other income
   Loan and deposit fees and servicing income                   201           397          365          610
   Gain on sale of loans and securities                         183            52          112          546
   Other                                                        117            95          238          182
                                                         ----------    ----------   ----------   ----------
Total other income                                              501           544          715        1,338
                                                         ----------    ----------   ----------   ----------

Other expenses
   Personnel                                                  1,051           895        2,094        1,831
   Occupancy                                                    226           234          447          449
   Data processing                                              157           143          376          308
   Deposit insurance premiums                                    60             6          119            9
   Other                                                        589           423        1,069          805
                                                         ----------    ----------   ----------   ----------
Total other expenses                                          2,083         1,701        4,105        3,402
                                                         ----------    ----------   ----------   ----------

Income (loss) before income taxes                              (124)          382          246          795
                                                         ----------    ----------   ----------   ----------

Provision (benefit) for income taxes                            (42)          130           84          270
                                                         ----------    ----------   ----------   ----------

Net income (loss)                                        $      (82)   $      252   $      162   $      525
                                                         ==========    ==========   ==========   ==========

Basic and diluted earnings (loss)
  per common share                                       $    (0.04)   $     0.17   $     0.08   $     0.35
                                                         ==========    ==========   ==========   ==========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                      Three Months Ended           Six Months Ended
                                                                            June 30,                    June 30,
                                                                    ------------------------    ------------------------
                                                                       2000          1999          2000          1999
                                                                    ----------    ----------    ----------    ----------
                                                                           (unaudited)                (unaudited)
<S>                                                                 <C>           <C>           <C>           <C>
Net Income (loss)                                                   ($      82)   $      252    $      162    $      525
                                                                    ----------    ----------    ----------    ----------

Other comprehensive income:
   Unrealized gains (loss) on securities available for sale               (598)       (1,421)         (401)       (2,585)
                                                                    ----------    ----------    ----------    ----------

Other comprehensive income (loss), before tax                             (598)       (1,421)         (401)       (2,585)

Income tax (expense) benefit related to items of other
    comprehensive income                                                   203           483           136           879
                                                                    ----------    ----------    ----------    ----------

Other comprehensive income (loss), net of tax                             (395)         (938)         (265)       (1,706)
                                                                    ----------    ----------    ----------    ----------

Comprehensive Income (loss)                                         ($     477)   ($     686)   ($     103)   ($   1,181)
                                                                    ==========    ==========    ==========    ==========
</TABLE>







See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                                            GUARANTY FINANCIAL CORPORATION
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (In Thousands)
<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                      2000               1999
                                                                                   ----------         ----------
                                                                                            (unaudited)
<S>                                                                                <C>                <C>
Operating Activities
      Net Income                                                                   $      162         $      525
      Adjustments to reconcile net income to net cash provided
           (absorbed) by operating activities:
           Provision for loan losses                                                    1,205                165
           Depreciation and amortization                                                  361                328
           Deferred loan fees                                                             (31)               134
           Net amortization of premiums and accretion of discounts                         42                165
           Loss (gain) on sale of loans                                                  (112)              (350)
           Originations of loans held for sale                                        (21,736)           (25,687)
           Proceeds from sale of loans                                                 21,848             26,038
           Loss (gain) on sale of securities available for sale                             -               (152)
           (Gain) loss on trading securities                                                -                273
           Purchase of trading securities                                                   -            (58,471)
           Sales of trading securities                                                      -             56,312
           Changes in:
                Accrued interest receivable                                              (196)               (82)
                Other assets                                                           (1,447)              (847)
                Accrued interest payable                                                  496                  1
                Prepayments by borrowers for taxes and insurance                         (122)               510
                Other liabilities                                                        (518)                32
                                                                                   ----------         ----------

Net cash provided (absorbed) by operating activities                                      (48)            (1,106)
                                                                                   ----------         ----------

Investing activities
      Net (increase) decrease in loans                                                 (5,006)           (24,297)
      Mortgage-backed securities principal repayments                                     328                672
      Proceeds from sale of securities available for sale                                   -              4,289
      Purchase of securities available for sale                                           (81)            (9,236)
      Redemption (purchase) of FHLB stock                                                 (50)              (200)
      Purchase of servicing rights                                                        (47)              (515)
      Purchases of office properties and equipment                                       (478)            (1,623)
                                                                                   ----------         ----------

Net cash provided (absorbed) by investing activities                                   (5,334)           (30,910)
                                                                                   ----------         ----------

Financing activities
      Net increase (decrease) in deposits                                              27,450             21,177
      Proceeds from FHLB advances                                                      28,000              9,000
      Repayment of FHLB advances                                                      (30,000)                 -
      Increase (decrease) in securities sold under agreement to repurchase            (12,162)             1,928
      Proceeds from other borrowings                                                        -              4,188
      Proceeds from the issuance of common stock, net                                       -             (2,159)
      Repurchase of convertible preferred securities                                      (63)                 -
      Dividends paid on common stock                                                     (235)              (180)
      Principal payments on bonds payable, including unapplied payments                   (35)              (681)
                                                                                   ----------         ----------

Net cash provided (absorbed) by financing activities                                   12,955             33,273
                                                                                   ----------         ----------

Increase (decrease) in cash and cash equivalents                                        7,573              1,257

Cash and cash equivalents, beginning of period                                         12,634             10,527
                                                                                   ----------         ----------

Cash and cash equivalents, end of period                                           $   20,207         $   11,784
                                                                                   ==========         ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Six Months Ended June 30, 2000 and 1999



Note 1  Principles of Consolidation

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

Note 2  Basis of Presentation

In the opinion of management,  the accompanying  unaudited interim  consolidated
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  accruals)  necessary to present  fairly the financial  position as of
June 30,  2000 and the  results of  operations  and cash  flows for the  interim
periods ending June 30, 2000 and 1999.  All 2000 interim  amounts are subject to
year-end  audit,  and the results of operations  for the interim  periods is not
necessarily indicative of the results of operations to be expected for the year.

Note 3  Earnings Per Share

Basic earnings per share is based on net income divided by the weighted  average
number of common  shares  outstanding  during the period.  Diluted  earnings per
share shows the dilutive effect of additional common shares issuable under stock
option  plans.  The basic and diluted  earnings  per share for the three and six
months ended June 30, 2000 and 1999 have been  determined by dividing net income
by the  weighted  average  number of shares of common stock  outstanding  during
these periods 1,961,727 and 1,501,727, respectively.

Note 4  Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Note 5  Reclassifications

Certain  reclassifications  have  been  made in the  prior  period  consolidated
financial statements to conform to the June 30, 2000 presentation.





                                       7
<PAGE>

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


Changes in Financial Condition

Total assets  increased by $12.7 million or 4.9% from $259.3 million at December
31, 1999 to $272.1 million at June 30, 2000. Cash and cash equivalents increased
$7.6 million or 59.9%,  to $20.2  million at June 30, 2000 from $12.6 million at
December 31, 1999.  This  increase was a result of an increase of  approximately
$27.6 million in certificates  of deposits which was partially  offset by a $3.4
million  increase  in loans and $14.2  million  decrease  in  advances  from the
Federal  Home Loan Bank and other  borrowings.  Other  assets  increased by $1.2
million or 31.1% to $5.0  million at June 30, 2000 from $3.8 million at December
31,  1999.  This  increase  is a  direct  result  of  an  increase  in  accounts
receivables  due to the addition of a receivable of  approximately  $2.8 million
due from the sale of loans at December 31, 1999.

Investment  securities at June 30, 2000,  decreased  $489,000,  or 2.0% to $24.5
million from $25.0  million at December 31, 1999.  At the dates  indicated,  the
investment portfolio was comprised of the following:

                                                     June 30,   December 31,
                                                       2000         1999
                                                    ----------   ----------

         Mortgage-backed securities
             classified as held-to-maturity         $    1,014   $    1,086
         US Treasury Notes classified
             as held-to-maturity                           250          250
         Corporate bonds classified as
             available for sale                         16,670       17,097
         Mortgage-backed securities
             classified as available for sale            4,659        4,780
         Other investments                               1,951        1,820
                                                    ----------   ----------
                                                    $   24,544   $   25,033
                                                    ==========   ==========

Net loans were $208.8 million at June 30, 2000, an increase of $3.4 million,  or
1.67%,  from net loans of $205.4  million at December 31, 1999.  The increase in
the loan portfolio was primarily related to growth in commercial  business loans
and consumer  loans.  This increase was  partially  offset by an addition to the
loan loss reserve of  approximately  $926,000.  This  increase was made to bring
total loan loss  reserves more in line with the lending  risks  associated  with
prime-based  construction,  commercial  real  estate and  consumer  lending  and
industry averages.

Real estate owned  increased  to $1.2 million at June 30, 2000 from  $843,000 at
December 31, 1999,  due to the addition of one $865,000  commercial  real estate
property  during the period.  The  remainder  of real estate  owned  consists of
developed  lots  located  within a  residential  subdivision.  Net  proceeds are
anticipated  to  approximate  the carrying  value at June 30, 2000.  No material
losses are anticipated on the ultimate sale of these properties.

Deposits were $227.0 million at June 30, 2000, an increase of $27.5 million,  or
13.7%,  from total  deposits of $199.6 million at December 31, 1999. The deposit
growth was  primarily the result of an increase in  certificates  of deposits of
$27.6  million or 21.2%.  This increase was a result of growth of our two newest
branches, Lake Montecello and Wellesley.

At June 30, 2000,  $18.0  million in advances  were  borrowed from the FHLB on a
short-term  basis,  representing  a decrease of $2.0 million  from  December 31,
1999. These advances are comprised



                                       8
<PAGE>

entirely of daily rate credits  which  reprice  based on previous  days Fed Fund
rate.  At June 30,  2000,  Guaranty had $4.5  million of  securities  sold under
agreements to repurchase  representing  was a decrease of $12.2 million or 73.0%
from $16.6 million at December 31, 1999.

Results of Operations

Net Income

Guaranty  reported  net income of $162  thousand  and $525  thousand for the six
months ended June 30, 2000 and 1999, respectively and a loss of $82 thousand and
income  of $252  thousand  for the three  months  ended  June 30,  2000 and 1999
respectively.  The decrease in both  periods is due  primarily to an increase in
the  provision  for loan  losses and a  decrease  in gains on loan  sales.  Core
earnings  increased  over 60% in 2000 to $4.8  million from $3.0 million for the
six months  ended June 1999 and  increased  over 50% to $2.5  million  from $1.6
million for the quarter ended June 30, 2000.

Net Interest Income

Net  interest  income  after  provision  for loan loss was $1.4  million for the
quarter ended June 30, 2000,  down 5.3% from the $1.5 million  earned during the
same  period in 1999.  This  decrease  was due to an  addition  to the loan loss
reserves  during the  quarter as  mentioned  above.  For the first six months of
2000,  net interest  income after  provision for loan loss was $3.6  million,  a
27.2%  increase over the first six months of 1999. For the six months ended June
30, 2000, the average  balance and average yield on loans was $219.8 million and
9.15%, respectively, compared to $175.0 million and 8.36% for the same period in
1999.  Interest  rate spread and net interest  margin for the six month  periods
ending  June  30,  2000  and  1999  were  3.6%  and  3.9%  and  3.0%  and  3.2%,
respectively.  Interest rate spread and net interest  margin for the three month
periods ending June 30, 2000 and 1999 were 3.73% and 4.00%, and 2.83% and 3.01%,
respectively.

Provision for Loan Losses

Guaranty provides valuation  allowances for anticipated losses on loans and real
estate when its management determines that a significant decline in the value of
the collateral has occurred, and if the value of the collateral is less than the
amount of the unpaid  principal of the related  loan,  plus  estimated  costs of
acquisition and sale. In addition,  Guaranty also provides reserves based on the
dollar  amount and type of  collateral  securing its loans,  in order to protect
against  unanticipated  losses. A loss experience  percentage is established for
each loan type and is reviewed  annually.  Each quarter,  the loss percentage is
applied to the  portfolio,  by product type, to determine the minimum  amount of
reserves  required.  Guaranty  recorded a provision of $1.1 million and $105,000
for the three months ended June 30, 2000 and 1999 respectively,  and a provision
of $1.2  million and  $165,000  for the six months ended June 30, 2000 and 1999,
respectively.  As of June 30, 2000 the total  allowance for loan losses was $2.1
million.  The  increase  in loan  loss  reserves  for  both  periods  was due to
management's efforts to increase the allowance percentage to 1.0% of total loans
which is  appropriate  for the types of  lending  that  Guaranty  focuses on and
brings Guaranty in line with its peer banks.  Although  management believes that
it uses the best  information  available  to make  such  determinations,  future
adjustments to reserves may be necessary,  and net income could be significantly
affected,  if circumstances differ substantially from assumptions used in making
the initial determinations.

Non-Interest Income

Non-interest  income was $501  thousand for the second  quarter 2000 compared to
$544  thousand for the same period in 1999.  For the six months  ending June 30,
2000,  non-interest  income was $715 thousand,  down $623 thousand from the $1.3
million  reported  during the same period in 1999. This decrease was primarily a
result of a decrease in gains on sales of loans and securities and a decrease in
the amount of servicing  income,  due to the sale of servicing at the end of the
1999 fiscal year.



                                       9
<PAGE>

Non-Interest Expense

Operating  expenses during the second quarter of 2000 were $2.1 million,  a $382
thousand  increase over those incurred  during the same quarter of 1999. For the
six months ending June 30, 2000,  operating  expenses were $4.1 million compared
to $3.4 million during the same period in 1999.  This increase was primarily due
to increases in overall operating  expenses and increased  advertising  expenses
related to the increased size of Guaranty.

Income Tax Expense

Guaranty recognized income tax expense (benefit) of ($42) thousand for the three
months  ended June 30,  2000,  compared to $130  thousand for the same period in
1999.  Guaranty recognized income tax expense of $84 thousand for the six months
ended June 30,  2000,  compared  to $270  thousand  for the same period in 1999.
Changes in tax expense  between periods are primarily a result of changes in the
level of taxable income.

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.

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,
2000,  total  approved loan  commitments  outstanding  were  approximately  $4.7
million.  At the same  date,  commitments  under  unused  lines of  credit  were
approximately $68.0 million.  Certificates of deposit scheduled to mature in one
year or less at June 30, 2000 were $145.7  million.  Management  believes that a
significant portion of maturing deposits will remain with Guaranty.

At June 30,  2000,  regulatory  capital  was in excess of  amounts  required  by
Federal Reserve  Regulations to be considered  well  capitalized as shown in the
following table:

          Tier 1 risk based capital ratio                    9.38%
          Total risk based capital ratio                    10.66%
          Tier 1 leverage ratio                              7.61%


Forward Looking Statements

Certain  statements in this quarterly report on Form 10-QSB are  forward-looking
and  may be  identified  by the  use  of  words  such  as  "believe",  "expect",
"anticipate",   "should",   "planned",   "estimated",  and  "potential".   These
statements are based on Guaranty's  current  expectations.  A variety of factors
could cause Guaranty's  actual results to differ materially from the anticipated
results or other expectations expressed in such forward-looking  statements. The
risks  and   uncertainties   that  may  affect  the   operations,   performance,
development, and results of Guaranty's business include interest rate movements,
competition from both financial and non-financial  institutions,  the timing and
occurrence (or  nonoccurence)  of transactions and events that may be subject to
circumstances beyond Guaranty's control, and general economic conditions.



                                       10
<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

         On May 25, 2000,  Guaranty's Annual Meeting of Shareholders was held to
elect  three  directors  to serve on its Board of  Directors  for terms of three
years each. The results of the votes were as follows:

                                                         For           Withheld
               For Term Expiring in 2003                 ---           --------
               -------------------------

               Douglas E. Caton                       1,690,859         19,744
               John R. Metz                           1,690,859         19,744
               James R. Sipe, Jr.                     1,690,859         19,744


Item 5      Other Information
                     Not Applicable

Item 6      Exhibits and Reports on 8-K

            (a)  Exhibits

                    27       Financial Data Schedule
                                (filed electronically only)

            (b)  Reports on Form 8-K - None












                                       11
<PAGE>

                                   SIGNATURES

         In accordance with the  requirements of the Securities  Exchange Act of
1934, as amended,  the registrant  caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                       GUARANTY FINANCIAL CORPORATION



Date:  August 10, 2000                 By: /s/ Thomas P. Baker
                                           ------------------------------------
                                           Thomas P. Baker
                                           President and Chief Executive Officer



Date:  August 10, 2000                 By: /s/ L. Benjamin Johnson, III
                                           ------------------------------------
                                           L. Benjamin Johnson, III
                                           Vice President and Controller