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
March 31, 1997




                         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 ___ .

         As of May 19, 1997, 1,499,008 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 March 31, 1997 and December 31, 1996......................... 3

         Consolidated Statements of Operations for the
         Three Months Ended March 31, 1997 and 1996......................... 4

         Consolidated Statements of Cash Flows for the
         Three Months Ended March 31, 1997 and 1996......................... 5

         Notes to Consolidated Financial Statements......................... 7

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations................................ 9

Part II.  Other Information

Item 1   Legal Proceedings..................................................13

Item 2   Changes in Securities..............................................13

Item 3   Defaults upon Senior Securities....................................13

Item 4   Submission of Matters to a Vote of Security Holders................13

Item 5   Other Information..................................................13
                          
Item 6   Exhibits and Reports on Form 8-K...................................13
                                       
         Signatures.........................................................14
                   
<PAGE>
                         GUARANTY FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CONDITION
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                         MARCH 31,        DECEMBER 31,
                                                           1997              1996
                                                           ----              ----

<S>                                                      <C>                 <C>
ASSETS                                                           (Unaudited)
Cash and cash equivalents                                  $5,366              $6,076
Investment securities
   Held-to-maturity                                         3,126               3,157
   Available for sale                                      20,584                   0
   Trading                                                    956              16,736
Investment in FHLB stock at cost                              875               1,360
Loans receivable, net                                      84,852              81,270
Accrued interest receivable                                   735                 671
Real estate owned                                              49                  51
Office properties and equipment, net                        5,179               4,946
Other assets                                                1,804               1,753
                                                      ------------        ------------
          Total assets                                   $123,526            $116,020
                                                      ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
   NOW/MMDA accounts                                      $11,672             $10,300
   Savings accounts                                         5,209               4,777
   Certificates of deposit                                 74,161              66,324
                                                      ------------        ------------
                                                          $91,043             $81,401
Bonds payable                                               2,613               2,706
Advances from Federal Home Loan Bank                       15,000              17,500
Securities sold under agreement to repurchase               3,140               6,681
Accrued interest payable                                       56                  61
Payments by borrowers for taxes and insurance                 299                 106
Other liabilities                                             589                 990
                                                      ------------        ------------
          Total liabilities                              $112,740            $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                                        (394)                  0
Retained earnings                                           3,578               3,445
                                                      ------------        ------------
          Total stockholders' equity                      $10,786              $6,575
                                                      ------------        ------------
Total liabilities and stockholders' equity               $123,526            $116,020
                                                      ============        ============
</TABLE>

                                        3
<PAGE>
                         GUARANTY FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In Thousands)

                                                      Three Months Ended
                                                           March 31,
                                                    -------------------------
                                                       1997         1996
                                                    -----------  ------------
                                                                (unaudited)
Interest income
   Loans                                              $  1,714      $  1,623
   Mortgage-backed securities                              347           148
   Investment securities                                   107           129
   Trading account assets                                   18             2
                                                    -----------  ------------
Total interest income                                 $  2,186      $  1,902
                                                    -----------  ------------

Interest expense
   Deposits                                           $  1,047     $     806
   Borrowings                                              361           489
                                                    -----------  ------------
Total interest expense                                $  1,408     $   1,295
                                                    -----------  ------------

Net interest income                                   $    778     $     607

Provision (credit) for loan losses                           -            15
                                                    -----------  ------------

Net interest income after provision
      for loan losses                                 $    778     $     592

Other income
   Loan fees and servicing income                     $    159     $     133
   Gain (loss) on sale of loans and securities               5           142
   Service fees on checking                                 26            21
   Other                                                    32            23
                                                    -----------  ------------
Total other income                                    $    222     $     319
                                                    -----------  ------------

Other expenses
   Personnel                                          $    327     $     248
   Occupancy                                                91            75
   Data processing                                          95            76
   Deposit insurance premiums                               28            48
   Other                                                   249           152
                                                    -----------  ------------
Total other expenses                                  $    790     $     599
                                                    -----------  ------------

Income before income taxes                            $    210     $     312
                                                    -----------  ------------

Provision for income taxes                                  77           116
                                                    -----------  ------------

Net income                                            $    133     $     196
                                                    ===========  ============

Earnings per common share                             $   0.10     $    0.15
                                                    ===========  ============


                                        4
<PAGE>
                         GUARANTY FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three Months Ended March 31, 1997 and 1996
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                                  1997            1996
                                                                               ------------    ------------
Operating Activities
<S>                                                                              <C>              <C>      
      Net Income                                                                 $      133       $     196
      Adjustments to reconcile net income to net cash provided
           (absorbed) by operating activities:
           Provision for loan losses                                                      -              19
           Depreciation and amortization                                                 75              24
           Amortization of deferred loan fees                                            15             (13)
           Net amortization of premiums and accretion of discounts                        3              35
           Loss (gain) on sale of loans                                                 (32)            (20)
           Originations of loans held for sale                                       (1,509)         (2,493)
           Proceeds from sale of loans                                                1,519           2,513
           Originations of loans securitized                                              -               -
           Loss (gain) on sale of mortgage-backed securities                              -             (17)
           Loss (gain) on sale of securities available for sale                           -              13
           (Gain) loss on disposal of office properties and equipment                     3               -
           (Gain) loss on sale of trading securities                                     26             (39)
           Purchase of trading securities                                           (11,317)        (25,010)
           Sales of trading securities                                               11,342          24,971
           (Gain) loss on sale of real estate owned                                       1             (10)
           Changes in:
                Accrued interest receivable                                             (64)            (41)
                Other assets                                                            (51)           (484)
                Accrued interest payable                                                 (5)             (1)
                Prepayments by borrowers for taxes and insurance                        193             156
                Other liabilities                                                      (401)           (910)
                                                                               ------------    ------------

Net cash provided (absorbed) by operating activities                                    (69)         (1,111)
                                                                               ------------    ------------


Investing activities
      Net (increase) decrease in loans                                               (3,342)         (2,829)
      Mortgage-backed securities principal repayments                                   403             226
      Purchase of securities available for sale                                     (11,593)        (11,074)
      Proceeds from sales of securities available for sale                            6,071           8,443
      Purchases of FHLB stock                                                             -            (100)
      Redemption of FHLB stock                                                          485             142
      Proceeds from sale of office equipment                                              -               -
      Purchases of office properties and equipment                                     (154)            (43)
      Disbursement on construction of office building                                   (54)           (145)
      Improvement of land                                                               (22)              -
                                                                               ------------    ------------

Net cash provided (absorbed) by investing activities                                 (8,206)         (5,380)
                                                                               ------------    ------------
                                       5
<PAGE>

                         GUARANTY FINANCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS, continued


Financing activities
      Net increase (decrease) in deposits                                             9,642          10,776
      Repayment of FHLB advances                                                     (2,500)         (6,250)
      Proceeds from FHLB advances                                                         -               -
      Increase (decrease) in securities sold under agreement to repurchase           (3,541)          2,793
      Principal payments on bonds payable, including unapplied payments                (508)           (189)
      Proceeds from issuance of stock                                                 4,472               -
                                                                               ------------    ------------

Net cash provided (absorbed) by financing activities                                  7,565           7,130
                                                                               ------------    ------------

Increase (decrease) in cash and cash equivalents                                       (710)            639
                                                                               ------------    ------------

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

Cash and cash equivalents, end of period                                         $    5,366       $   6,475
                                                                               ============    ============
</TABLE>


                                        6
<PAGE>


                         GUARANTY FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        For the Three Months ended March
                                31, 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.  All material  intercompany  accounts and transactions
have been eliminated in consolidation.

On April 15, 1997, Guaranty Bank's conversion from a federally chartered savings
and loan institution to a state chartered bank was approved.  In anticipation of
this conversion,  the Board of Directors voted to change  Guaranty's fiscal year
end from June 30 to December 31.

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.

Note 3  New Accounting Pronouncements

On July 1, 1996,  the  Corporation  adopted  Statements of Financial  Accounting
Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets to be  Disposed  of" ("SFAS  121").  SFAS 121  requires  that
long-lived  assets and certain  intangibles  to be held and used by an entity be
reviewed for impairment  when events or changes in  circumstances  indicate that
the  carrying  amount may not be  recoverable.  In  addition,  SFAS 121 requires
long-lived  assets and certain  intangibles  to be disposed of to be reported at
the lower of  carrying  amount or fair value  less costs to sell.  The effect of
adopting SFAS 121 was immaterial to the interim financial  statements  presented
herein.

In October 1995, the Financial  Accounting  Standards Board issued SFAS No. 123,
"Accounting  for  Stock-Based  Compensation"  ("SFAS  123").  The  statement  is
effective  for fiscal years  beginning  after  December 15, 1995.  The statement
encourages,  but  does not  require,  companies  to  expense  the fair  value of
employee  stock  options,  based  on the fair  value  on the date of the  grant.
Companies  that  elect to  continue  to follow  existing  accounting  rules must
provide those pro forma  disclosures  of net income and earnings per share which
would have been had the new fair value method been used.  In addition,  SFAS 123
requires all companies to make significantly more disclosures regarding employee
stock options than are currently  required.  The Corporation  plans to adopt the
disclosure  requirements  only of SFAS  123.  Management  does  not  expect  the
application  of this  pronouncement  to have a material  effect on the financial
statements of the Corporation.

In June 1996,  the FASB issued its Statement of Financial  Accounting  Standards
No. 125,  "Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
Extinguishments of Liabilities" ("SFAS 125"). This statement provides accounting
and reporting  standards  for


                                       7
<PAGE>

transfers and servicing of financial assets and  extinguishments of liabilities.
After a transfer of financial  assets,  an entity  recognizes  the financial and
servicing  assets that it controls  and the  liabilities  that it has  incurred,
derecognizes   financial   assets  when  control  has  been   surrendered,   and
derecognizes liabilities when extinguished. In addition, a transfer of financial
assets in which the transferor surrenders control over those assets is accounted
for as a sale to the extent that consideration  other than beneficial  interests
in the  transferred  assets is received in exchange.  SFAS 125 is effective  for
transfers and servicing of financial assets and  extinguishments  of liabilities
after December 31, 1996, and is to be applied prospectively. Management does not
expect the  application of this  pronouncement  to have a material effect on the
financial statements of Corporation.

In February 1997, the Financial  Accounting  Standards Board issued Statement on
Financial  Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"). SFAS
128  provides a  different  method for  calculating  earnings  per share than is
currently  used in  accordance  with  APB 15,  "Earnings  per  Share."  SFAS 128
provides for the  calculation  of basic and diluted  earnings  per share.  Basic
earnings  per share  includes  no dilution  and is  computed by dividing  income
available to common shareholders by the weighted average number of common shares
outstanding  for the period.  Diluted  earnings per share reflects the potential
dilution of  securities  that could  share in earnings of an entity,  similar to
fully diluted earnings per share.  Management does not expect the application of
this pronouncement to have a material effect of the financial  statements of the
Corporation.

Note 4    Earnings Per Share

Earnings per share is computed based on the weighted average number of shares of
common stock  outstanding  during each period  including the assumed exercise of
dilutive stock options,  and is  retroactively  adjusted for stock dividends and
stock splits.  The weighted  average number of shares  outstanding for the three
months ended March 31, 1997 was 1,307,341.


                                       8
<PAGE>



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



Changes in Financial Condition

Deposit  growth and a secondary  stock issue during the three months ended March
31, 1997 enabled  Guaranty to increase  assets.  The stock offering  occurred on
January 29,  1997 with 575  thousand  new shares  issued at a price of $8.50 per
share. After expenses relating to the stock issue,  Guaranty's net proceeds were
approximately  $4.5 million.  Total assets  increased by $7.4 million,  or 6.4%,
from $116.0  million at December  31, 1996 to $123.4  million at March 31, 1997.
This  deposit  growth and  increased  equity  was  invested  in  mortgage-backed
securities and loans.

Cash and cash equivalents  decreased $710 thousand, or 11.6%, to $5.4 million at
March 31, 1997.  This decrease in cash was due to the  combination  of increased
investments, reduction of borrowed monies, and an increase in loans.

Investment  securities,  at March 31, 1997, increased by $4.3 million, or 20.2%,
to $25.5 million from $21.2  December 31, 1996.  Approximately  $15.6 million of
securities  classified  as trading at  December  31, 1996 were  reclassified  as
available for sale  effective  January 1, 1997.  The proceeds of the stock issue
were  used  to  purchase  investment  securities.  Included  in  the  investment
portfolio are $3.1 million of mortgage-backed securities,  classified as held to
maturity, which collateralize the bonds payable, $20.6 million of GNMA, FNMA and
FHLMC mortgage-backed  securities classified as available for sale, $1.0 million
of United States Treasury Notes classified as trading securities and $875,000 of
Federal Home Loan Bank stock, recorded at cost.

The loan portfolio  consists  primarily of mortgage loans, the majority of which
are  residential  first  mortgage  loans.  Of the $86.0  million of gross  loans
outstanding at March 31, 1997, 75.4% represent residential first mortgages.  Net
loans were $84.9  million at March 31, 1997, a 4.4%  increase  from net loans of
$81.3  million at December 31, 1996.  A sale of fixed rate loans  totaling  $1.5
million also occurred during this quarter.

Real estate owned  decreased by $2 thousand,  or 3.9%,  to $49 thousand at March
31, 1997 from $51  thousand at December 31,  1996.  These  assets were  acquired
through  foreclosure  and at March  31,  1997  consisted  of one  property.  The
property is guaranteed by FHA/VA, and no significant loss is expected.

Deposits  increased by $9.6  million,  or 11.8%,  between  December 31, 1996 and
March 31, 1997. The majority of the growth was in certificates of deposit, which
increased  $7.8  million at December 31,  1996.  This growth is a reflection  of
continued marketing and the opening of a new branch.

Office properties and equipment increased $233,000,  or 4.7%, since December 31,
1996.  This  increase is due  primarily  to the  construction  of a fifth retail
branch office,  which is located in Harrisonburg,  VA. The branch is expected to
be opened to the public in mid May.

Other borrowed money decreased $3.5 million,  or 53.0%,  while Federal Home Loan
Bank advances also  decreased  $2.5 million by the repayment of an advance which
came due in February.  The  repayment of the advance was made  possible from the
increase in deposits.

                                       9
<PAGE>


Results of Operations

Net Income

Guaranty  reported net income of $133  thousand and $196  thousand for the three
month periods ended March 31, 1997 and 1996, respectively.  The $63 thousand, or
32.1%  decrease in income for the three months ended March 31, 1997  compared to
the three  months  ended March 31, 1996 was due to a decrease in the gain on the
sale of loans and securities,  an increase in operating expenses associated with
converting  to a state  chartered  Bank,  and personnel  expenses  incurred from
opening additional offices. These increased expenses were partially offset by an
increase in net interest income.


Net Interest Income

Net interest income  increased by $171 thousand,  or 28.2%, to $778 thousand for
the three months ended March 31,  1997,  compared to $607  thousand for the same
period in 1996. Average earning assets increased to $108.4 million for the three
months ended March 31, 1997 compared to an average of $106.7 million for the six
months ended  December 31, 1996. The average rate earned also increased to 8.07%
for the three  months  ended  March 31, 1997 from 8.01% at  December  31,  1996.
Average interest bearing liabilities  remained stable. The average rates paid on
liabilities  was 5.32%  compared to 5.71% for the three  months  ended March 31,
1997 and 1996,  respectively.  Interest rate spread and net interest  margin for
March 31, 1997 and December 31, 1996 were 2.75% and 2.46%,  and 2.87% and 2.50%,
respectively.  The majority of the  improvement in net interest income is due to
the decrease in the rate paid on bonds payable and the decrease in the rate paid
on certificates  of deposit.  The average rate paid on bonds decreased 483 basis
points to 10.53% for the three  months  ended  March 31, 1997 from  15.36%.  The
average balance of certificates of deposit rose $7.0 million dollars,  or 11.1%,
to $70.4  million  in the three  month  period  ending  March 31,  1997 with the
average rate falling 16 basis points.


Provision for Loan Losses

Management analyzes the potential risk of loss on the 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 no additional  provision for loan
losses in the three months ended March 31, 1997, and a provision of $15 thousand
for the same period in 1996.  As of March 31, 1997 the total  allowance for loan
losses  amounted to $854 thousand,  of which $698 thousand was not  specifically
allocated to identified problem loans.

Non-Interest Income

Non-interest  income decreased $97 thousand,  or 30.4%, to $222 thousand for the
three months ended March 31, 1997 from $319 thousand for the same period in 1996
The decrease in this period was primarily  due to a $137,000  decrease in income
from the  investment  portfolio  during the three  months  ended  March 31, 1997
compared  to the same  period in 1996.  Additionally,  loan  fees and  servicing
income increased by $26 thousand to $159 thousand,  while other income increased
from $23  thousand to $32  thousand  for the three  months  ended March 31, 1997
compared to the same period in 1996.

                                       10
<PAGE>

Non-Interest Expense

Non-interest expense increased $191 thousand, or 31.9%, to $790 thousand for the
three months ended March 31, 1997, compared to $599 thousand for the same period
in 1996.  The increase in expenses  for these three  months is primarily  due to
expenses  associated with converting the Bank from a federally chartered savings
and  loan to a state  chartered  bank,  as well  as  increased  personnel  costs
associated with the opening of additional branches.

Income Tax Expense

Guaranty  recognized  income tax expense of $77  thousand  for the three  months
ended March 31 1997 compared to $116 thousand for the comparable period in 1996.
This reflects the decrease in Guaranty's income.


Liquidity and Capital Resources

On January 29, 1997, Guaranty increased its capital with a secondary offering of
common  stock.  Guaranty  issued  575  thousands  shares of  common  stock at an
offering  price of $8.50 per share.  Net  proceeds to  Guaranty  from this stock
issue were approximately $4.5 million dollars.

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.  By regulatory definition,  liquid
assets include cash,  interest bearing deposits with banks,  federal funds sold,
and government  agency and high rated  corporate  securities  with maturities of
five years or less. Guaranty is required to maintain liquid assets on an average
monthly  basis equal to at least 5% of its  liquidity  base.  Liquidity  base is
further defined as total deposits plus all short term  borrowings.  At March 31,
1997, Guaranty's liquidity ratio was 5.7%.

Guaranty's  primary sources of funds are deposits,  borrowings and amortization,
prepayments and maturities of outstanding loans and mortgage-backed  securities.
While  scheduled  payments from the  amortization  of loans and  mortgage-backed
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 March 31,
1997, the total approved loan commitments  outstanding amounted to $6.2 million.
At the same date,  commitments  under  unused  lines of credit  amounted to $7.5
million.  Certificates  of  deposit  scheduled  to mature in one year or less at
March 31, 1997 totaled  $65.5  million.  Management  believes that a significant
portion of maturing deposits will remain with Guaranty.

Guaranty is subject to OTS regulations  requiring  savings  institutions to meet
the following  minimum levels of regulatory  capital (1) tangible  capital of at
least 1.5% of total  adjusted  assets,  (2) core capital of 3% of total adjusted
assets and (3) risk-based capital of 8% of total risk-weighted  assets. At March
31, 1997, Guaranty exceeded all such regulatory capital requirements as shown in
the following table.


                                       11
<PAGE>


                                                                Percent of
(Dollars in thousands)                   Amount               Adjusted Assets
------------------------------------------------------------------------------
Tangible Capital:
Regulatory capital                      $11,180                         9.06%
Minimum capital requirement               1,849                         1.50%
------------------------------------------------------------------------------
Excess regulatory capital                $9,331                         7.56%
------------------------------------------------------------------------------

Core Capital:
Regulatory capital                      $11,180                         9.06%
Minimum capital requirement               3,697                         3.00%
------------------------------------------------------------------------------
Excess regulatory capital                $7,483                         6.06%
------------------------------------------------------------------------------

Risk-based Capital:
Regulatory capital                      $11,878                        21.03%
Minimum capital requirement               4,817                         8.00%
------------------------------------------------------------------------------
Excess regulatory capital                $7,217                        13.03%
------------------------------------------------------------------------------



                                       12
<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 - None


                                       13
<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:   May 19, 1997                   By: /s/ Thomas P. Baker
                                          -------------------------------------
                                          Thomas P. Baker
                                          President and Chief Executive Officer



Date:   May 19, 1997                    By: /s/ Kathleen M. Focht
                                          -------------------------------------
                                          Kathleen M. Focht
                                          Vice President, Secretary, Treasurer,
                                           and Chief Financial Officer