SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2008	3. Issuer Name and Ticker or Trading Symbol Guaranty Financial Group Inc. [ GFG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) see footnotes 1 - 11	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $1.00 per share ("Shares")	18,559,628(1)(2)(3)(4)(5)	I	see footnotes(1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Total Return Swap	(8)	12/14/2009	Common Stock	49,999	$15.627	I	see footnotes(6)(7)
Total Return Swap	(9)	12/28/2010	Common Stock	728,341	$5.35	I	see footnotes(6)(7)
Total Return Swap	(10)	12/28/2010	Common Stock	145,653	$5.35	I	see footnotes(6)(7)
Total Return Swap	(11)	12/28/2010	Common Stock	600,000	$5.35	I	see footnotes(6)(7)

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnotes 1 - 11

1. Name and Address of Reporting Person* HIGH RIVER LIMITED PARTNERSHIP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes 1 - 11

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND LP (Last) (First) (Middle) C/O WALKER HOUSE 87 MARY STREET (Street) GEORGE TOWN, GRAND CAYMAN E9 KY1-9001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes 1 - 11

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND II L.P. (Last) (First) (Middle) C/O WALKER HOUSE 87 MARY STREET (Street) GRAND CAYMAN, CAYMAN ISLANDS E9 KY1-9001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes 1 - 11

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND III L.P. (Last) (First) (Middle) C/O WALKER HOUSE 87 MARY STREET (Street) GRAND CAYMAN, CAYMAN ISLANDS E9 KY1-9001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes 1 - 11

1. Name and Address of Reporting Person* ICAHN PARTNERS LP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes 1 - 11

Explanation of Responses:

1. High River Limited Partnership ("High River") directly beneficially owns 3,823,308 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 5,705,963 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 6,299,403 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,978,810 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 752,144 Shares.

2. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

3. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

4. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

5. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

6. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of the Issuer as set forth in Table II and the applicable footnotes thereto. Generally, under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II and the market value of such reference shares on the applicable termination date.

7. In addition, generally under each Swap, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

8. Under this Swap, High River has exposure with respect to 10,000 reference shares, Icahn Partners has exposure with respect to 15,092 reference shares, Icahn Master has exposure to 17,245 reference shares, Icahn Master II has exposure to 5,559 reference shares, and Icahn Master III has exposure to 2,103 reference shares.

9. Under this Swap, High River has exposure with respect to 25,861 reference shares, Icahn Partners has exposure with respect to 66,835 reference shares, Icahn Master has exposure to 292,792 reference shares, Icahn Master II has exposure to 110,506 reference shares, and Icahn Master III has exposure to 232,347 reference shares.

10. Under this Swap, High River has exposure with respect to 142,520 reference shares and Icahn Partners has exposure with respect to 3,133 reference shares.

11. Under this Swap, Icahn Partners has exposure with respect to 71,948 reference shares and Icahn Master has exposure to 528,052 reference shares.

	CARL C. ICAHN	10/02/2008
	** Signature of Reporting Person	Date
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