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 * JASTROW KENNETH M II   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 _____ Officer (give title below) __X__ Other (specify below) Chairman of the Board (Last) (First) (Middle) 8333 DOUGLAS AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2008 (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 07/01/2008 07/01/2008 M   14,557 (1) (2) A $ 5.17 138,528 D   Common Stock 07/01/2008 07/01/2008 J   3,583 (1) (2) D $ 5.17 134,945 D   Common Stock 07/01/2008 07/01/2008 M   17,500 (2) (3) A $ 5.17 152,445 D   Common Stock 07/01/2008 07/01/2008 J   17,500 (2) (3) D $ 5.17 134,945 (4) D   Common Stock               6,071 (5) 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

Option (right to buy) (2) (6)

$ 13.27

05/07/2001

05/07/2009

Common Stock

32,000

32,000

D

Option (right to buy) (2) (7)

$ 8.5

02/04/2002

02/04/2010

Common Stock

66,666

66,666

D

Option (right to buy) (2) (8)

$ 7.55

02/02/2002

02/02/2011

Common Stock

66,666

66,666

D

Option (right to buy) (2) (9)

$ 8.51

02/01/2003

02/01/2012

Common Stock

33,333

33,333

D

Option (right to buy) (2) (10)

$ 5.57

02/07/2004

02/07/2013

Common Stock

36,666

36,666

D

Option (right to buy) (2) (11)

$ 9.64

02/06/2005

02/06/2014

Common Stock

33,333

33,333

D

Option (right to buy) (2) (12)

$ 13

02/04/2006

02/04/2015

Common Stock

33,333

33,333

D

Option (right to buy) (2) (13)

$ 17.36

02/03/2007

02/03/2016

Common Stock

34,166

34,166

D

Restricted Stock Units (2) (3)

$ 5.17 (3)

07/01/2008

07/01/2008

M

17,500 (3)

(3)

(3)

Common Stock

41,666

$ 0

24,666

D

Restricted Stock Units (2) (14)

(14)

(14)

(14)

Common Stock

50,000

50,000

D

Phantom Stock (1) (2)

$ 5.17 (1)

07/01/2008

07/01/2008

M

14,557 (1)

(1)

(1)

Common Stock

14,557

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JASTROW KENNETH M II 8333 DOUGLAS AVENUE DALLAS, TX 75225	X			Chairman of the Board

Signatures

Scott A. Almy signed on behalf of Kenneth M. Jastrow, II.		07/02/2008
**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)	Distribution and settlement of phantom shares due to retirement from Temple-Inland Inc.; includes phantom shares from deferred bonuses and restricted shares related to retirement agreement. Settlement is payable in cash and stock: 3,583 shares payable in cash and 10,974 shares payable in stock. Phantom shares accrued under a Temple-Inland Inc. plan, which includes a dividend reinvestment feature, to be settled upon Reporting Person's retirement.
(2)	Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.
(3)	Distribution and settlement of vested 17,500 Restricted Stock Units, settled in cash based on the fair market value on July 1, 2008. Vesting, distribution and settlement due to retirement from Temple-Inland Inc. and in accordance with the terms of an agreement with Temple-Inland Inc. Remaining Restricted Stock Units scheduled for distribution effective February 3, 2009. Restricted Stock Units will be settled for cash based on the fair market value on the date of distribution.
(4)	In accordance with the Rights Agreement adopted by the Company on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.
(5)	Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings 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.)
(6)	Options Vesting Schedule - exercise price $13.27: Options Exercisable 05/07/2001 - 4,800; Options Exercisable 05/07/2002 - 4,800; Options Exercisable 05/07/2003 - 4,800; Options Exercisable 05/07/2004 - 4,800; and Options Exercisable 05/07/2005 - 12,800.
(7)	Options Vesting Schedule- exercise price $8.50: Options Exercisable 02/04/2002 - 10,000; Options Exercisable 02/04/2003 - 10,000; Options Exercisable 02/04/2004 - 10,000; Options Exercisable 02/04/2005 - 10,000; and Options Exercisable 02/04/2006 - 26,666.
(8)	Options Vesting Schedule - exercise price $7.55: Options Exercisable 02/04/2002 - 16,666; Options Exercisable 02/04/2003 - 16,667; Options Exercisable 02/04/2004 - 16,666; Options Exercisable 02/04/2005 - 16,667.
(9)	Options Vesting Schedule - exercise price $8.51: Options Exercisable 02/01/2003 - 8,333; Options Exercisable 02/01/2004 - 8,333; Options Exercisable 02/01/2005 - 8,333 and Options Exercisable 02/01/2006 - 8,334.
(10)	Options Vesting Schedule - exercise price $5.57: Options Exercisable 02/07/2004 - 9,166; Options Exercisable 02/07/2005 - 9,166; Options Exercisable 02/07/2006 - 9,166; and Options Exercisable 02/07/2005 - 9,166.
(11)	Options Vesting Schedule - exercise price $9.64: Options Exercisable 02/06/2005 - 8,333; Options Exercisable 02/06/2006 - 8,333; Options Exercisable 02/06/2007 - 8,333 and Options Exercisable 02/06/2008 - 8,334.
(12)	Options Vesting Schedule - exercise price $13.00: Options Exercisable 02/04/2006 - 8,333; Options Exercisable 02/04/2007 - 8,333; Options Exercisable 02/04/2008 - 8,334 and Options Exercisable 02/04/2009 - 8,333.
(13)	Options Vesting Schedule - exercise price $17.36: Options Exercisable 02/03/2007 - 8,541; Options Exercisable 02/03/2008 - 8,542; Options Exercisable 02/03/2009 - 8,542 and Options Exercisable 02/03/2010 - 8,541.
(14)	Restricted Stock Units scheduled for distribution effective February 2, 2010. Restricted Stock Units will be settled for cash based on the fair market value on the date of distribution. Vesting, distribution and settlement due to retirement from Temple-Inland Inc. and in accordance with the terms of an agreement with Temple-Inland Inc.

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