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 *
Greenwood Robert B
   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)
Sr EVP & Chief Admin Officer
(Last)
(First)
(Middle)
8333 DOUGLAS AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
11/07/2008
(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               12,351 D  
Common Stock               808 (1) I By Trustee of 401(k) Plan

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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
Common Stock (2) (3) $ 9.64             02/06/2008 02/06/2014 Common Stock 416   416 D  
Common Stock (3) (4) $ 13             02/04/2007 02/04/2015 Common Stock 833   833 D  
Common Stock (3) (5) $ 17.36             02/03/2008 02/03/2016 Common Stock 1,600   1,600 D  
Common Stock (3) (6) $ 19.61             02/02/2008 02/02/2017 Common Stock 2,133   2,133 D  
Restricted Stock (3) (7) $ 1.53 (7) 11/07/2008 11/07/2008 F     16 (8)   (7)   (7) Common Stock 875 $ 0 859 D  
Restricted Stock (3) (9) $ 1.53 (9) 11/07/2008 11/07/2008 F     16 (8)   (9)   (9) Common Stock 875 $ 0 859 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Greenwood Robert B
8333 DOUGLAS AVENUE
DALLAS, TX 75225		       Sr EVP & Chief Admin Officer  

Signatures

 Scott A. Almy signed on behalf of Robert B. Greenwood   11/12/2008
**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 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) Options Vesting Schedule - exercise price $9.64: Options Exerciserable 02/06/2008 - 416.
(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 $13.00: Options Exerciserable 02/04/2008 - 416 and Options Exerciserable 02/04/2009 - 417.
(5) Options Vesting Schedule - exercise price $17.36: Options Exerciserable 02/03/2008 - 533; Options Exerciserable 02/03/2009 - 533 and Options Exerciserable 02/03/2010 - 534.
(6) Options Vesting Schedule - exercise price $19.61: Options Exerciserable 02/02/2008 - 533; Options Exerciserable 02/02/2009 - 533; Options Exerciserable 02/02/2010 - 534 and Options Exerciserable 02/02/2011 - 533.
(7) Restricted Stock Units will vest effective 02/03/2009 and will be settled for cash based on the fair market value on the vesting date.
(8) 16 shares withheld for tax purposes on 875 shares of restricted stock acquired through spin-off from Temple-Inland Inc. on 12/28/2007. Award was originally granted under and is governed by the Temple-Inland Inc. Stock Incentive Plan that provides for retirement eligibility at age 55 with 5 years of service.
(9) Restricted Stock Units will vest effective 02/02/2010 and be settled for cash based on the fair market value on the vesting date.

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