Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Fernandez Charles A
2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2009
3. Issuer Name and Ticker or Trading Symbol
Guaranty Financial Group Inc. [GFG]
(Last)
(First)
(Middle)
8333 DOUGLAS AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Lending Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75225
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 52,887
D
 
Common Stock (1) 1,882
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

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 of Derivative Security: 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
Option (right to buy) (2) 02/06/2008 02/06/2014 Common Stock 416 $ 9.64 D  
Option (right to buy) (2) 02/04/2008 02/04/2015 Common Stock 416 $ 13 D  
Option (right to buy) (2) 02/04/2009 02/04/2015 Common Stock 417 $ 13 D  
Option (right to buy) (2) 02/03/2008 02/03/2016 Common Stock 533 $ 17.36 D  
Option (right to buy) (2) 02/03/2009 02/03/2016 Common Stock 533 $ 17.36 D  
Option (right to buy) (2) 02/03/2010 02/03/2016 Common Stock 534 $ 17.36 D  
Option (right to buy) (2) 02/02/2008 02/02/2017 Common Stock 533 $ 19.61 D  
Option (right to buy) (2) 02/02/2009 02/02/2017 Common Stock 533 $ 19.61 D  
Option (right to buy) (2) 02/02/2010 02/02/2017 Common Stock 534 $ 19.61 D  
Option (right to buy) (2) 02/02/2011 02/02/2017 Common Stock 533 $ 19.61 D  
Restricted Stock (3) 02/02/2010(3) 02/02/2010(3) Common Stock 859 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fernandez Charles A
8333 DOUGLAS AVENUE
DALLAS, TX 75225
      Chief Lending Officer  

Signatures

Scott A.Almy signed on behalf of Charles A. Fernandez 02/20/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) 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.)
(2) Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007. Update and deminimis adjustment to option exercise price and/or option award amount to reflect the prorata distribution of shares upon spin-off by Temple-Inland Inc. on or around December 28, 2007.
(3) Restricted Shares will vest effective 02/02/2010 and will be settled for cash based on the fair market value on the vesting date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.