FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

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1. Name and Address of Reporting Person * Fernandez Charles A   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 Lending Officer (Last) (First) (Middle) 8333 DOUGLAS AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/26/2009 (Street) DALLAS, TX 75225 4. If Amendment, Date 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 (City) (State) (Zip) 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 (1) 02/26/2009 02/26/2009 F(1)   871 (1) D $ 0.48 (1) 52,016 D   Common Stock (2)               1,882 I By Trustee of 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Option (right to buy)

$ 9.64

02/06/2008

02/06/2014

Common Stock

416

416

D

Option (right to buy)

$ 13

(3)

02/04/2015

Common Stock

833

833

D

Option (right to buy)

$ 17.36

(4)

02/03/2016

Common Stock

1,600

1,600

D

Option (right to buy)

$ 19.61

(5)

02/02/2017

Common Stock

2,133

2,133

D

Restricted Stock (6)

(6)

02/02/2010

02/02/2010

Common Stock

859

859

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		03/02/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Payment of tax liability by withholding securities incident to the vesting of 2,667 shares of Restricted Stock on 02/26/2009.
(2)	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.)
(3)	Options Vesting Schedule for Options Granted 02/04/2005 - exercise price $13.00: Options Exercisable 02/04/2008 - 416 and Options Exercisable 02/04/2009 - 417.
(4)	Options Vesting Schedule for Options Granted 02/03/2006 - exercise price $17.36: Options Exercisable 02/03/2008 - 533; Options Exercisable 02/03/2009 - 533 and Options Exerciserable 02/03/2010 - 534.
(5)	Options Vesting Schedule for Options Granted 02/02/2007 - exercise price $19.61: Options Exercisable 02/02/2008 - 533; Options Exercisable 02/02/2009 - 533; Options Exercisable 02/02/2010 - 534 and Options Exercisable 02/02/2011 - 533.
(6)	Restricted Shares will vest effective 02/02/2010 and will be settled for cash based on the fair market value on the vesting date.

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