Exhibit 31.2

                                  CERTIFICATION


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

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

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

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

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

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

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

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

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

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

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




Date:  November 14, 2003              /s/ Tara Y. Harrison
                                     -------------------------------------------
                                      Tara Y. Harrison
                                      Chief Financial Officer