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. 333-48825-01
March 31, 1999


                            GUARANTY CAPITAL TRUST I


            Delaware                                             54-6422391
(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 days).

         As of May 13, 1999, the Registrant had 8,537 shares of its Common Stock
outstanding.

         * This Form 10-QSB also covers 276,000 shares of the Registrant's $1.75
Convertible Preferred Securities, which were registered under the Securities Act
of 1933, as amended,  pursuant to a registration statement declared effective on
April 29, 1998.


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


Item 1.      Financial Statements.   (See Note Below)

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

         Guaranty  Capital Trust I (the "Trust") is a statutory  business  trust
formed under the Delaware  Business  Trust Act, as amended,  pursuant to a trust
agreement,  as amended  by an amended  and  restated  declaration  of trust (the
"Declaration"),  and the  filing of a  certificate  of trust  with the  Delaware
Secretary  of State on November 21,  1997.  The Trust  exists for the  exclusive
purposes  of (i)  issuing  and  selling  trust  securities  consisting  of $1.75
Convertible  Preferred  Securities  (the  "Preferred   Securities")  and  common
securities (the "Common Securities," and together with the Preferred Securities,
the "Trust Securities"),  representing  undivided beneficial ownership interests
in the assets of the Trust,  (ii)  investing  the proceeds from such issuance in
Junior Subordinated Debt Securities (the "Junior  Subordinated Debt Securities")
of Guaranty Financial  Corporation,  a Virginia corporation (the "Corporation"),
and (iii)  engaging  in only those  other  activities  necessary,  advisable  or
incidental thereto.  The Trust's sole assets are $7,113,425  principal amount of
Junior Subordinated Debt Securities,  and payments under the Junior Subordinated
Debt  Securities  are the sole revenues of the Trust.  Ownership of the Trust is
evidenced by $6,900,000  aggregate  liquidation amount of Preferred  Securities,
which were  initially  held by 38 security  holders,  and by $213,425  aggregate
liquidation  amount  of  Common  Securities,  all  of  which  are  held  by  the
Corporation,  as of May 5,  1998.  The Trust  makes  distributions  on the Trust
Securities to the extent it receives  distributions  from the Corporation on the
Junior  Subordinated Debt Securities.  Distributions on the Trust Securities are
guaranteed  by the  Corporation,  but  only to the  extent  that the  Trust  has
available  funds  to  pay  such   distributions.   Each  Preferred  Security  is
convertible into a number of shares of the Corporation's common stock, $1.25 par
value,  which trades on The Nasdaq  National  Market under the symbol "GSLC," at
the  option  of the  holder  at any time  prior to  repayment  of the  Preferred
Security  either at  redemption  or maturity,  and subject to the  Corporation's
right to terminate the convertibility of the Preferred Securities.

         On May 5,  1998,  the Trust  invested  the  proceeds  from the sale and
issuance of the Trust Securities in the Junior Subordinated Debt Securities. The
Trust's ability to pay distributions to the holders of the Preferred  Securities
is dependent on its receipt of  distributions  on the Junior  Subordinated  Debt
Securities  from the  Corporation.  Therefore,  upon the receipt by the Trust of
payments from the Corporation,  the Trust will pass through such payments to the
holders of the Preferred Securities.



                                       2
<PAGE>


         NOTE:  Because the Trust is a special purpose  financing entity with no
separate  business  operations  and the only  assets of the Trust are the Junior
Subordinated  Debt  Securities,  the  Trust  does  not  believe  that  financial
statements for the Trust are meaningful.  Accordingly,  financial statements and
related  financial  information have not been included in this Form 10-QSB.  For
further information  concerning the Corporation,  including financial statements
and other financial  information,  see the  Corporation's  Annual Report on Form
10-KSB for the year ended  December 31, 1998,  and the  Corporation's  Quarterly
Report on Form 10-QSB for the quarter  ended March 31,  1999,  as filed with the
Securities  and Exchange  Commission,  copies of which may be obtained  from the
Corporate   Secretary  of  the   Corporation  at  1658  State  Farm   Boulevard,
Charlottesville, Virginia 22911.





                                       3
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.      Legal Proceedings.

             None.

Item 2.      Changes in Securities and Use of Proceeds.

             None.

Item 3.      Defaults Upon Senior Securities.

             None.

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

             None.

Item 5.      Other Information.

             None.

Item 6.      Exhibits and Reports on Form 8-K.

             (a)      Exhibits:

             4.1      Certificate of Trust (incorporated by reference to Exhibit
                      4.1 of the Registration Statement of the Trust on Form S-1
                      (Nos. 333-48825 and 333-48825-01)).

             4.2      Trust Agreement between Guaranty Financial Corporation and
                      Wilmington  Trust  Company,  as Trustee  (incorporated  by
                      reference to Exhibit 4.2 of the Registration  Statement of
                      the Trust on Form S-1 (Nos. 333-48825 and 333-48825-01)).

             4.3      Form  of  Amended  and  Restated   Declaration   of  Trust
                      (incorporated   by   reference   to  Exhibit  4.3  of  the
                      Registration  Statement  of the  Trust on Form  S-1  (Nos.
                      333-48825 and 333-48825-01)).

             4.4      Form of Junior  Subordinated  Indenture  between  Guaranty
                      Financial  Corporation  and Wilmington  Trust Company,  as
                      Trustee  (incorporated  by reference to Exhibit 4.4 of the
                      Registration  Statement  of the  Trust on Form  S-1  (Nos.
                      333-48825 and 333-48825-01)).

             4.5      Form  of  Convertible   Preferred  Security  (included  in
                      Exhibit 4.3 above).


                                       4
<PAGE>

             4.6      Form of Junior  Subordinated  Debt  Security  (included in
                      Exhibit 4.4 above).

             4.7      Form  of  Guarantee   Agreement   with  respect  to  Trust
                      Securities issued by the Trust  (incorporated by reference
                      to Exhibit 4.7 of the Registration  Statement of the Trust
                      on Form S-1 (Nos. 333-48825 and 333-48825-01)).

             (b)      Reports on Form 8-K.

                      None.    



                                       5
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be singed on its behalf by
the undersigned thereunto duly authorized.

                                      GUARANTY CAPITAL TRUST I
                                      (Registrant)



Date:  May 14, 1999                   /s/ Thomas P. Baker                       
                                      ------------------------------------------
                                      Name:  Thomas P. Baker
                                      Title: Administrative Trustee
                                             (as principal executive officer and
                                              on behalf of the Registrant)



Date:  May 14, 1999                   /s/ L. Ben Johnson                        
                                      ------------------------------------------
                                      Name:  L. Ben Johnson
                                      Title: Administrative Trustee
                                             (as principal financial officer)