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. 33-76064
June 30, 1998




                         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 11, 1998, 1,501,383 shares were outstanding.


<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, 1998 and December 31, 1997                          3

         Consolidated Statements of Operations for the
         Three and Six Months Ended June 30, 1998 and 1997                  4

         Consolidated Statements of Cash Flows for the
         Six Months Ended June 30, 1998 and 1997                            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,
                                                                        1998              1997
                                                                     -----------       -----------
                                                                              (Unaudited)
<S>                                                                  <C>              <C>
ASSETS                                                                        
Cash and cash equivalents                                                $8,185           $5,917
Investment securities
   Held-to-maturity                                                       2,327            2,846
   Available for sale                                                    16,449           11,524
   Trading                                                                1,991            1,032
Investment in FHLB stock at cost                                            860              860
Other investments                                                            79               79
Loans receivable, net                                                   122,137           99,675
Accrued interest receivable                                               1,394              844
Real estate owned                                                             -               65
Office properties and equipment, net                                      6,437            5,999
Other assets                                                              2,437            1,867
                                                                     ----------       ----------
          Total assets                                                 $162,296         $130,708
                                                                     ==========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
   NOW/MMDA accounts                                                    $28,430          $16,037
   Savings accounts                                                       8,480            6,434
   Certificates of deposit                                               91,158           90,476
                                                                     ----------       ----------
                                                                        128,068          112,947
Bonds payable                                                             2,290            2,360
Convertible trust preferred securities, net                               6,367                -
Advances from Federal Home Loan Bank                                     10,000                -
Securities sold under agreement to repurchase                             1,990            2,989
Accrued interest payable                                                    133               58
Payments by borrowers for taxes and insurance                                54               80
Other liabilities                                                         1,229              414
                                                                     ----------       ----------
          Total liabilities                                             150,131          118,848
                                                                     ----------       ----------

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, 1,501,383
   issued and outstanding                                                 1,877            1,877
Additional paid-in capital                                                5,725            5,725
Net unrealized gain (loss) on securities
    avaiable for sale                                                      (29)               51
Retained earnings                                                         4,592            4,207
                                                                     ----------       ----------
          Total stockholders' equity                                     12,165           11,860
                                                                     ----------       ----------
Total liabilities and stockholders' equity                             $162,296         $130,708
                                                                     ==========       ==========

</TABLE>



                                       3
<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                Three Months Ended      Six Months Ended
                                                      June 30,               June 30,
                                               ---------------------   --------------------
                                                 1998       1997         1998       1997
                                               ---------  ----------   ---------  ---------
                                                         (unaudited)            (unaudited)
<S>                                            <C>        <C>          <C>        <C>
Interest income
   Loans                                        $ 2,511     $ 1,809     $ 4,666    $ 3,523
   Mortgage-backed securities                        55         458         112        807
   Investment securities                            390         107         686        230
                                               --------   ---------    --------   --------
Total interest income                             2,956       2,374       5,464      4,560
                                               --------   ---------    --------   --------

Interest expense
   Deposits                                       1,466       1,175       2,896      2,222
   Borrowings                                       287         362         361        723
                                               --------   ---------    --------   --------
Total interest expense                            1,753       1,537       3,257      2,945
                                               --------   ---------    --------   --------

Net interest income                               1,203         837       2,207      1,615

Provision for loan losses                            44          46          87         46
                                               --------   ---------    --------   --------

Net interest income after provision
      for loan losses                             1,159         791       2,120      1,569

Other income
   Loan fees and servicing income                    97         128         194        288
   Gain (loss) on sale of loans and securities      129          72         524         76
   Gain on sale of purchased servicing                -         117           -        117
   Service fees on checking                          98          36         163         62
   Other                                             51          46          99         82
                                               --------   ---------    --------   --------
Total other income                                  375         399         980        625
                                               --------   ---------    --------   --------

Other expenses
   Personnel                                        591         421       1,071        783
   Occupancy                                        236         122         485        235
   Data processing                                  114          86         227        180
   Deposit insurance premiums                        11          28          11         56
   Other                                            293         229         616        426
                                               --------   ---------    --------   --------
Total other expenses                              1,245         886       2,410      1,680
                                               --------   ---------    --------   --------

Income before income taxes                          289         304         690        514
                                               --------   ---------    --------   --------

Provision for income taxes                          105         106         261        183
                                               --------   ---------    --------   --------
 
Net income                                        $ 184       $ 198       $ 429      $ 331
                                               ========   =========    ========   ========

Earnings per common share                         $0.12       $0.13       $0.30      $0.24
                                               =========  =========    ========   ========

</TABLE>



                                       4
<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 1998 and 1997
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                                          1998            1997
                                                                                       ------------    ------------
                                                                                             (unaudited)
<S>                                                                                  <C>             <C>
Operating Activities
      Net Income                                                                           $ 429           $ 331
      Adjustments to reconcile net income to net cash provided
           (absorbed) by operating activities:
           Provision for loan losses                                                          87              46
           Depreciation and amortization                                                     223             151
           Amortization of deferred loan fees                                                 88              56
           Net amortization of premiums and accretion of discounts                            35              11
           Loss (gain) on sale of loans                                                    (514)            (46)
           Originations of loans held for sale                                            26,662         (4,570)
           Proceeds from sale of loans                                                  (25,986)           4,778
           Loss (gain) on sale of securities available for sale                            (113)            (64)
           (Gain) loss on trading securities                                                 126              34
           Purchase of trading securities                                               (42,381)        (26,102)
           Sales of trading securities                                                    41,296          26,086
           (Gain) loss on sale of real estate owned                                            -               1
           Other, net                                                                      (226)               -
           Changes in:
                Accrued interest receivable                                                (550)            (92)
                Other assets                                                               (505)           (214)
                Accrued interest payable                                                     75              (3)
                Prepayments by borrowers for taxes and insurance                            (26)            (30)
                Other liabilities                                                            815             816
                                                                                     -----------     -----------

Net cash provided (absorbed) by operating activities                                       (465)           1,189
                                                                                     -----------     -----------


Investing activities
      Net (increase) decrease in loans                                                  (22,637)         (6,870)
      Mortgage-backed securities principal repayments                                        500             718
      Proceeds from sale of securities available for sale                                 25,552          15,270
      Purchase of securities available for sale                                         (30,364)        (15,791)
      Redemption of FHLB stock                                                                 -             485
      Purchases of office properties and equipment                                         (661)         (1,107)
                                                                                     -----------     -----------

Net cash provided (absorbed) by investing activities                                    (27,610)         (7,295)
                                                                                     -----------     -----------
</TABLE>




                                       5
<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

<TABLE>
<CAPTION>
<S>                                                                                  <C>             <C>
Financing activities
      Net increase (decrease) in deposits                                                 15,121          17,721
      Repayment of FHLB advances                                                          10,000         (2,500)
      Increase (decrease) in securities sold under agreement to repurchase                 (999)         (6,681)
      Proceeds from the issuance of common stock, net                                          -           4,472
      Proceeds from the issuance covertible preferred securities, net                      6,400               -
      Dividends paid on common stock                                                        (45)               -
      Principal payments on bonds payable, including unapplied payments                    (134)           (123)
                                                                                     -----------     -----------

Net cash provided (absorbed) by financing activities                                      30,343          12,889
                                                                                     -----------     -----------

Increase (decrease) in cash and cash equivalents                                           2,268           6,783
                                                                                     -----------     ------------

Cash and cash equivalents, beginning of period                                             5,917           6,076
                                                                                     -----------     -----------

Cash and cash equivalents, end of period                                              $    8,185        $ 12,859
                                                                                     ===========     ===========
</TABLE>




                                       6
<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Six Months ended June 30, 1998 and 1997



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,  Guaranty  Investments Corp., which was organized to sell
insurance  annuities and other  non-traditional  products,  and Guaranty Capital
Trust I,  which  was  formed  to issue  convertible  preferred  securities.  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, 1998 and December 31, 1997 and the results of operations and cash flows
for the interim  periods ending June 30, 1998 and 1997. All 1998 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.





                                       7
<PAGE>


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


Expansion of Existing Branch Network

In June 1998, a sixth full-service banking office was opened on West Main Street
in Charlottesville,  Virginia. A seventh full-service branch located at the Lake
Monticello  development  in Fluvanna  County,  Virginia is  scheduled to open in
September 1998. Subject to regulatory approval, the Bank plans to open an eighth
full-service  branch,  the first in the  Richmond  metropolitan  area,  near the
Wellesley development in Western Henrico County in early 1999.


Expansion of the Commercial Lending Division

In June 1998, the Bank hired three  commercial  loan officers and one commercial
loan   administrator   from  a  recently   acquired   statewide  bank  that  was
headquartered in Charlottesville,  Virginia. Management anticipates, although no
assurances can be given,  that this group will generate  significant  commercial
loans and business deposits which will benefit net interest income, net interest
margin and loan portfolio diversification.


Changes in Financial Condition

Deposit growth,  proceeds from Federal Home Loan Bank (the "FHLB")  advances and
net proceeds from completion of a convertible  preferred  securities offering in
May 1998 enabled  Guaranty to increase  assets.  Total assets increased by $31.6
million, or 24.2%, from $130.7 million at December 31, 1997 to $162.3 million at
June 30, 1998. These proceeds were primarily invested in loans, investment-grade
corporate bonds and short-term interest earning deposit accounts.

Cash and cash equivalents  increased $2.3 million,  or 38.3%, to $8.2 million at
June 30, 1998 from $5.9 million at December 31, 1997.  This increase in cash was
primarily  due to the  combination  of increased  deposits,  proceeds  from FHLB
advances,  proceeds  from  loan  sales,  and  the  completion  of a  convertible
preferred  securities offering in May 1998. Proceeds to the Corporation from the
offering (net of offering expenses of approximately $500,000) were approximately
$6.4 million.

Investment  securities,  at June 30, 1998,  increased $5.4 million, or 34.9%, to
$20.8  million  from $15.4  million at December  31,  1997.  This  increase  was
primarily a result of the purchase of $4.9 million in investment-grade corporate
bonds and an increase of $1.0 million in treasury  notes  classified  as trading
which were offset by principal payments received on  mortgage-backed  securities
of approximately $500 thousand. At the dates indicated, the investment portfolio
is comprised of the following:

                                         June 30,        December
                                           1998          31, 1997
                                      -------------   -------------
Mortgage-backed securities
  classified as held-to-maturity           $ 2,327         $ 2,846
Corporate bonds classified
  as available-for-sale                     16,449          11,524
US Treasury Notes classified
  as trading                                 1,991           1,032
                                      -------------   -------------
                                          $ 20,767        $ 15,402
                                      =============   =============



                                       8
<PAGE>

Net loans were $122.1 million at June 30, 1998, an increase of $22.5 million, or
22.5%,  from net loans of $99.6 million at December 31, 1997.  This increase was
primarily  related to prime  based  residential  construction  loans,  including
builder lines of credit  originated by an experienced  construction loan officer
hired in  December  1997,  located  in the  Bank's  primary  market  of  Central
Virginia.  Balances  outstanding  relating  to these  loans  increased  to $35.2
million at June 30, 1998,  from $11.6 million at December 31, 1997. In addition,
during  the  first  six  months  of  1998,   loans  with  a  carrying  value  of
approximately  $26.5  million  were  sold at a net  gain of  approximately  $514
thousand. At June 30, 1998, loans held for sale were approximately $2.4 million.

Real  estate  owned of $65  thousand  at  December  31, 1997 was sold during the
second  quarter of 1998. No unreserved  losses were  recognized on this sale. No
real estate owned was held at June 30, 1998.

Deposits were $128.1 million at June 30, 1998, an increase of $15.1 million,  or
13.4%,  from total deposits of $113.0 million at December 31, 1997. The majority
of this  growth was in lower  cost  NOW/MMDA  accounts,  which  increased  $12.4
million, or 77.3%. This growth, comprised solely of local funds, is a reflection
of the  combined  effect of  expanded  marketing  efforts to attract  lower cost
demand  deposits  and the impact of recent  bank  consolidations  on  Guaranty's
primary market. As a result of the Bank's increased focus on commercial  lending
and the attraction of business accounts,  management plans to expand the current
product mix and marketing efforts aimed at corporate customers during the second
half of 1998. It is anticipated that sweep accounts,  designed to be competitive
with larger  regional  banks  operating in Guaranty's  primary  market,  will be
operational in September 1998. Consequently,  management anticipates a continued
reduction  in the Bank's  historical  reliance on  certificates  of deposit as a
primary  funding  source  during the  remainder  of 1998 and 1999.  However,  no
assurances  can be  given  that  these  strategies  will  be  successful,  or if
successful,  will  reduce the bank's  reliance on  certificates  of deposit as a
primary funding source.

Office properties and equipment increased $438 thousand since December 31, 1997.
This increase was primarily due to capital expenditure  relating to improvements
at Corporate  headquarters  and leasehold  improvements  at the West Main Street
branch prior to opening in late June 1998.

In May 1998, $10 million was borrowed from the FHLB on a short-term  basis. This
advance matures in August 1998.

Results of Operations

Net Income

Guaranty  reported net income of $184  thousand and $198  thousand for the three
month periods ended June 30, 1998 and 1997, respectively,  and $429 thousand and
$331  thousand  for  the six  month  periods  ended  June  30,  1998  and  1997,
respectively.  The  change  in the  second  quarter  was  primarily  a result of
improved net  interest  margin  which was offset by  increased  operating  costs
associated  with the  Harrisonburg  branch which opened in May 1997 and the West
Main Street branch in Charlottesville which opened in June 1998. The increase in
earnings  during the six month period  ending June 30, 1998 compared to the same
period in 1997 was primarily a result of increased net interest income and gains
on the sale of loans and securities  which were  partially  offset by additional
costs relating to the opening of the Harrisonburg and West Main Street branches.


Net Interest Income

Net interest  income  increased by $366 thousand,  or 43.7%, to $1.2 million for
the three  months




                                       9
<PAGE>

ended June 30, 1998,  compared to $837 thousand for the same period in 1997. Net
interest  income  increased by $592 thousand,  or 36.7%, to $2.2 million for the
six months  ended June 30, 1998  compared to $1.6  million in the same period in
1997. Net interest  margin  increased 49 basis points to 3.36% for the first six
months of 1998 from 2.87% during the same period in 1997. These improvements are
primarily a result of growth and improved  yields on loans and reduced  costs of
funds.  For the six months ended June 30, 1998, the average  balance and average
yield on loans was $106.8  million  and 8.81%,  respectively,  compared to $85.3
million and 8.25% for the same period in 1997. Loan growth is primarily  related
to prime  based  residential  construction  loans,  including  builder  lines of
credit,  located in the Bank's primary market of Central  Virginia.  Outstanding
balances  relating to these loans  increased to $35.2  million at June 30, 1998,
from $4.1  million at June 30,  1997.  The average  balance of interest  bearing
liabilities  increased  to $126.1  million for the first six months of 1998 from
$109.4 million for the same period in 1997. However,  the corresponding  average
yield on interest  bearing  liabilities  decreased 17 basis points to 5.21% from
5.38% during the same periods.

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 $44 thousand for the
three months  ended June 30, 1998,  and a provision of $46 thousand for the same
period in 1997. For the six month periods ended June 30, 1998 and 1997, Guaranty
recorded a provision of $87 thousand and $46 thousand,  respectively. As of June
30 1998 the total allowance for loan losses was $873 thousand.

Non-Interest Income

Non-interest income was $375 thousand for the second quarter of 1998 compared to
$399  thousand for the same period in 1997.  For the six months  ending June 30,
1998,  other income was $980  thousand,  up $355 thousand from the $625 thousand
reported during the same period in 1997. This increase was primarily a result of
net gains on the sale of loans and securities of $524 thousand  during the first
six months of 1998,  compared to $76 thousand during the same period in 1997. In
addition,  1997  amounts  were  positively  impacted by a one-time  gain of $117
thousand on the sale of  servicing  located  outside the  Corporation's  primary
market.

Non-Interest Expense

Non-interest  expenses  during the second  quarter of 1998 were $1.2 million,  a
$359 thousand  increase over those  incurred  during the second quarter of 1997.
For the six months  ending June 30, 1998,  operating  expenses were $2.4 million
compared to $1.7 million  during the same period in 1997.  These  increases  are
primarily  attributable  to the increased size of the Bank and include the costs
of opening the Harrisonburg and West Main Street branches.

Income Tax Expense

Guaranty  recognized  income tax expense of $105  thousand  for the three months
ended June 30,  1998,  compared  to $106  thousand  for the same period in 1997.
Guaranty recognized income tax expense of $261 thousand for the six months ended
June 30, 1998, compared to $183 thousand for the same period in 1997. Changes in
tax expense  between  periods are  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  May   1998,   the   Corporation   issued,   through   a   public   offering,
convertible-preferred  securities with a par value of $6.9 million. Net proceeds
to the Corporation from the offering were approximately $6.4 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,
1998,  total approved loan  commitments  outstanding  were  approximately  $15.2
million.  At the same  date,  commitments  under  unused  lines of  credit  were
approximately $25.5 million.  Certificates of deposit scheduled to mature in one
year or less at June 30, 1998 were $77.3  million.  Management  believes  that a
significant portion of maturing deposits will remain with Guaranty.

At June 30,  1998,  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 Capital:
Common Stock                                                         1,877
Capital Surplus                                                      5,725
Retained Earnings                                                    4,592
Qualifying portion of Convertible Preferred Securities               4,055
Unrealized Loss on available for sale securities                      (29)
                                                             -------------
Total Tier 1 Capital                                                16,220
                                                             -------------

Tier 2 Capital:
Allowance for loan losses                                              873
Allowance for long term debt                                             -
                                                             -------------
Total Tier 2 Capital                                                   873
                                                             -------------
Total Risk Based Capital                                            17,093
                                                             =============

Risk Weighted Assets                                               110,337

Capital Ratios:
Tier 1 Risk-based                                                   14.70%
Total Risk-based                                                    15.49%
Tier 1 Capital to average adjusted total assets                     11.07%



                                       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

         On May 21, 1998, the Company's  Annual Meeting of Shareholders was held
to elect one director to serve on  Guaranty's  Board of Directors  for a term of
one year,  three  directors for terms of two years each, and three directors for
terms of  three  years  each and to  consider  and vote on a  proposal  to amend
Guaranty's 1991 Incentive Plan. The results of the votes on these matters are as
follows:

                           (1)      Election of Directors

                                                             For       Withheld
                                                             ---       --------

                             For Term Expiring in 1999
                             -------------------------
                               John B. Syer               1,110,807      6,990

                             For Terms Expiring in 2000
                             --------------------------
                               Douglas E. Caton           1,109,407      8,390
                               John R. Metz               1,109,807      7,990
                               James R. Sipe, Jr.         1,110,807      6,990

                             For Terms Expiring in 2001
                             --------------------------
                               Henry J. Browne            1,109,407      8,390
                               Robert P. Englander        1,109,807      7,990
                               Oscar W. Smith, Jr.        1,109,407      8,390


                           (2)      Approval of 1991 Incentive Plan, as amended

<TABLE>
<CAPTION>
                                                                                                  Broker
                                   For           Against        Withheld       Abstentions       Non-Votes
                                   ---           -------        --------       -----------       ---------

<S>                                <C>            <C>              <C>           <C>              <C>    
                                   712,932        56,500           --            11,680           336,685

</TABLE>


Item 5            Other Information
                           Not Applicable

Item 6.           Exhibits and Reports on Form 8-K

                  (a)    Exhibits
                    
                         27    Financial Data Schedule 
                               (filed electronically only)

                  (b)    Reports on Form 8-K -- none.



                                       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, 1998                By: /s/ Thomas P. Baker
                                           ------------------------------------
                                           Thomas P. Baker
                                           President and Chief Executive Officer



Date:   August 14, 1998                By: /s/ Vincent B. McNelley
                                           ------------------------------------
                                           Vincent B. McNelley
                                           Senior Vice President and 
                                           Chief Financial Officer




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