Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
DUBUQUE KENNETH R
   2. Issuer Name and Ticker or Trading Symbol
Guaranty Financial Group Inc. [GFG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
8333 DOUGLAS AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/01/2008
(Street)

AUSTIN, TX 75225		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/05/2008		 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 02/01/2008 02/01/2008 F   486 (1) D $ 14.12 43,934 D  
Common Stock 02/04/2008 02/04/2008 F   1,215 (1) D $ 13.82 42,719 (2) D  
Common Stock               48 (2) 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) (3) (4) $ 5.57             02/07/2007 02/07/2013 Common Stock 2,666   2,666 D  
Option (right to buy) (3) (5) $ 9.64             02/06/2005 02/06/2014 Common Stock 8,000   8,000 D  
Option (right to buy) (3) (6) $ 13             02/04/2006 02/04/2015 Common Stock 8,000   8,000 D  
Option (right to buy) (3) (7) $ 17.36             02/03/2007 02/03/2016 Common Stock 8,200   8,200 D  
Option (right to buy) (3) (8) $ 19.61             02/02/2008 02/02/2011 Common Stock 8,200   8,200 D  
Restricted Stock (3) (9) (9)               (9)   (9) Common Stock 7,666   7,666 D  
Restricted Stock (3) (10) (10)               (10)   (10) Common Stock 8,166   8,166 D  
Restricted Stock (3) (11) (11)               (11)   (11) Common Stock 10,000   10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DUBUQUE KENNETH R
8333 DOUGLAS AVENUE
AUSTIN, TX 75225		   X     President and CEO  

Signatures

 Scott A. Almy signed on behalf of Kenneth R. Dubuque   02/06/2008
**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) Reporting Person surrendered 486 shares in payment of taxes on restricted stock award that vested effective 02/01/2008 and 1,215 shares in payment of taxes on restricted stock award that vested effective 02/04/2008. Initial Form 4 was timely filed and is amended to accurately reflect the transaction dates and the number of shares surrendered for taxes.
(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) Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.
(4) Options Vesting Schedule - exercise price $5.57: Options Exerciserable 02/07/2007 - 2,666.
(5) Options Vesting Schedule - exercise price $9.64: Options Exerciserable 02/06/2005 - 2,000; Options Exerciserable 02/06/2006 - 2,000; Options Exerciserable 02/06/2007 - 2,000 and Options Exerciserable 02/06/2008 - 2,000.
(6) Options Vesting Schedule - exercise price $13.00: Options Exerciserable 02/04/2006 - 2,000; Options Exerciserable 02/04/2007 - 2,000; Options Exerciserable 02/04/2008 - 2,000 and Options Exerciserable 02/04/2009 - 2,000.
(7) Options Vesting Schedule - exercise price $17.36: Options Exerciserable 02/03/2007 - 2,050; Options Exerciserable 02/03/2008 - 2,050; Options Exerciserable 02/03/2009 - 2,050 and Options Exerciserable 02/03/2010 - 2,050.
(8) Options Vesting Schedule - exercise price $19.61: Options Exerciserable 02/02/2008 - 2,050; Options Exerciserable 02/02/2009 - 2,050; Options Exerciserable 02/02/2010 - 2,050 and Options Exerciserable 02/02/2011 - 2,050.
(9) Restricted Shares that will vest effective February 3, 2009. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.
(10) Restricted Shares that will vest effective February 2, 2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.
(11) Restricted Shares that will vest effective May 4, 2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.

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