SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Gifford Craig E (Last) (First) (Middle) 8333 DOUGLAS AVENUE (Street) DALLAS TX 75225 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Guaranty Financial Group Inc. [ GFG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Accounting Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/04/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2008	02/04/2008	F		66(1)	D	$13.82	134(2)	D
Common Stock								170(3)	I	By Trustee of 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock(4)(5)	$9.64							02/06/2005	02/06/2014	Common Stock	533		533	D
Common Stock(4)(6)	$13							02/04/2006	02/04/2015	Common Stock	533		533	D
Common Stock(4)(7)	$17.36							02/03/2007	02/03/2016	Common Stock	546		546	D
Common Stock(4)(8)	$19.61							02/02/2008	02/02/2017	Common Stock	546		546	D
Restricted Stock(4)(9)	(9)							(9)	(9)	Common Stock	210		210	D
Restricted Stock(4)(10)	(10)							(10)	(10)	Common Stock	210		210	D

Explanation of Responses:

1. Reporting Person surrendered 66 shares in payment of taxes on restricted stock award that vested effective 02/04/2008.

2. In accordance with the Rights Agreement adopted by the Company on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.

3. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Guaranty Financial Group Inc. Savings and Retirement Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.)

4. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.

5. Options Vesting Schedule - exercise price $9.64: Options Exerciserable 02/06/2005 - 133; Options Exerciserable 02/06/2006 - 133; Options Exerciserable 02/06/2007 - 134 and Options Exerciserable 02/06/2008 - 133.

6. Options Vesting Schedule - exercise price $13.00: Options Exerciserable 02/04/2006 - 133; Options Exerciserable 02/04/2007 - 133; Options Exerciserable 02/04/2008 - 134 and Options Exerciserable 02/04/2009 - 133.

7. Options Vesting Schedule - exercise price $17.36: Options Exerciserable 02/03/2007 - 136; Options Exerciserable 02/03/2008 - 137; Options Exerciserable 02/03/2009 - 137 and Options Exerciserable 02/03/2010 - 136.

8. Options Vesting Schedule - exercise price $19.61: Options Exerciserable 02/02/2008 - 136; Options Exerciserable 02/02/2009 - 137; Options Exerciserable 02/02/2010 - 137 and Options Exerciserable 02/02/2011 - 136.

9. Restricted Shares that will vest effective 02/03/2009. Restricted Shares will be settled for cash based on the fair market value on the vesting date.

10. Restricted Shares that will vest effective 02/02/2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date.

Remarks:

Option prices and award amounts updated to reflect spin-off from Temple-Inland Inc. effective 12/28/2007.

	Scott A. Almy signed on behalf of Craig E. Gifford	02/06/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.