SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-
11(c) or Rule 14a-12

GUARANTY FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
....................................................................
(2) Aggregate number of securities to which transaction applies:
....................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
....................................................................
(4) Proposed maximum aggregate value of transaction:
....................................................................
(5) Total fee paid:
....................................................................

[ ] Fee paid previously with preliminary materials.
....................................................................

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:
....................................................................
(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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GUARANTY FINANCIAL CORPORATION

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders
of Guaranty Financial Corporation ("Guaranty"), which will be held on May 12,
1999, at 4:00 p.m., at the Glenmore Country Club, 1750 Piper Way, Keswick,
Virginia (the "Meeting"). At the Meeting, four directors will be elected for
terms of three years each.

Whether or not you plan to attend in person, it is important that your
shares be represented at the Meeting. Please complete, sign, date and return
promptly the form of proxy that is enclosed in the outer addressed pouch of this
mailing. If you decide to attend the meeting and vote in person, or if you wish
to revoke your proxy for any reason prior to the vote at the Meeting, you may do
so, and your proxy will have no further effect.

The Board of Directors and management of Guaranty appreciate your
continued support and look forward to seeing you at the Meeting.

Sincerely yours,

/s/ Thomas P. Baker

THOMAS P. BAKER
President and
Chief Executive Officer

Charlottesville, Virginia
April 13, 1999

GUARANTY FINANCIAL CORPORATION

1658 State Farm Boulevard
Charlottesville, Virginia 22911

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 12, 1999

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of the holders of
shares of Common Stock ("Common Stock") of Guaranty Financial Corporation
("Guaranty") will be held at the Glenmore Country Club, 1750 Piper Way, Keswick,
Virginia on May 12, 1999, at 4:00 p.m., for the following purposes:

1. To elect four directors for terms of three years each, or
until their successors are elected and qualify; and

2. To transact such other business as may properly come before
the Meeting.

Holders of shares of Common Stock of record at the close of business on
March 26, 1999, will be entitled to vote at the Meeting.

You are requested to fill in, sign, date and return the enclosed proxy
promptly, regardless of whether you expect to attend the Meeting. A postage-paid
return envelope is enclosed for your convenience.

If you are present at the Meeting, you may vote in person even if you
have already returned your proxy.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Esther S. Sheler

Esther S. Sheler
Secretary

Charlottesville, Virginia
April 13, 1999

________________________________________________________________________________

YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER THAT YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
________________________________________________________________________________

GUARANTY FINANCIAL CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
May 12, 1999

GENERAL INFORMATION

This Proxy Statement is furnished to holders of common stock, par value
$1.25 per share ("Common Stock"), of Guaranty Financial Corporation ("Guaranty")
in connection with the solicitation of proxies by the Board of Directors of
Guaranty to be used at the Annual Meeting of Shareholders to be held on May 12,
1999, at 4:00 p.m., at the Glenmore Country Club, 1750 Piper Way, Keswick,
Virginia, and any adjournment thereof (the "Meeting"). At the Meeting, four
directors will be elected for terms of three years each.

The principal executive offices of Guaranty are located at 1658 State
Farm Boulevard, Charlottesville, Virginia 22911. The approximate date on which
this Proxy Statement and the accompanying proxy card are being mailed to
Guaranty's shareholders is April 13, 1999.

The Board of Directors has fixed the close of business on March 26,
1999, as the record date (the "Record Date") for the determination of the
holders of shares of Common Stock entitled to receive notice of and to vote at
the Meeting. At the close of business on the Record Date, there were 1,501,727
shares of Common Stock outstanding held by 1,191 shareholders of record. Each
share of Common Stock is entitled to one vote on all matters to be acted upon at
the Meeting. In the election of directors, those receiving the greatest number
of votes will be elected even if they do not receive a majority.

As of the Record Date, directors and executive officers of Guaranty and
their affiliates, as a group, owned of record and beneficially a total of
428,200 shares of Common Stock, or approximately 28.02% of the shares of Common
Stock outstanding on such date. Directors and executive officers of Guaranty
have indicated an intention to vote their shares of Common Stock FOR the
election of the nominees set forth on the enclosed proxy.

A shareholder may abstain or (only with respect to the election of
directors) withhold his vote (collectively, "Abstentions") with respect to each
item submitted for shareholder approval. Abstentions will be counted for
purposes of determining the existence of a quorum. Abstentions will not be
counted as voting in favor of the relevant item.

A broker who holds shares in "street name" has the authority to vote on
certain items when it has not received instructions from the beneficial owner.
Except for certain items for which brokers are prohibited from exercising their
discretion, a broker is entitled to vote on matters put to shareholders without
instructions from the beneficial owner. Where brokers do not have or do not
exercise such discretion, the inability or failure to vote is referred to as a
"broker nonvote." Under the circumstances where the broker is not permitted to,
or does not, exercise its discretion, assuming proper disclosure to Guaranty of
such inability to vote, broker nonvotes will not be counted for purposes of
determining the existence of a quorum, and also will not be counted as not
voting in favor of the particular matter.

Shareholders of Guaranty are requested to complete, date and sign the
accompanying form of proxy and return it promptly to Guaranty in the enclosed
envelope. If a proxy is properly executed and returned in time for voting, it
will be voted as indicated thereon. If no voting instructions are given, proxies
received by Guaranty will be voted for approval of the directors nominated for
election.

Any shareholder who executes a proxy has the power to revoke it at any
time before it is voted by giving written notice of revocation to Guaranty, by
executing and delivering a substitute proxy to Guaranty or by attending the
Meeting and voting in person. If a shareholder desires to revoke a proxy by
written notice, such notice should be mailed or delivered, so that it is
received on or prior to the meeting date, to Esther S. Sheler, Secretary,
Guaranty Financial Corporation, 1658 State Farm Boulevard, Charlottesville,
Virginia 22911.

The cost of soliciting proxies for the Meeting will be borne by
Guaranty.

ELECTION OF DIRECTORS

Four directors are to be elected to serve for terms of three years
each. The Board of Directors acts as a Nominating Committee for selecting the
nominees for election as directors. The Board of Directors has no reason to
believe that any of the nominees will be unavailable.

Under Guaranty's Bylaws, notice of a proposed nomination or a
shareholder proposal meeting certain specified requirements must be received by
Guaranty not less than 60 nor more than 90 days prior to any meeting of
shareholders called for the election of directors, provided in each case that if
fewer than 70 days' notice of the meeting is given to shareholders, such written
notice shall be received not later than the close of the tenth day following the
day on which notice of the meeting was mailed to shareholders. Assuming a date
of May 12, 2000 for the 2000 annual meeting of shareholders, Guaranty must
receive any notice of nomination or other business no later than March 13, 2000
and no earlier than February 12, 2000.

Guaranty's Bylaws require that the shareholder's notice set forth as to
each nominee (i) the name, age, business address and residence address of such
nominee, (ii) the principal occupation or employment of such nominee, (iii) the
class and number of shares of Guaranty that are beneficially owned by such
nominee, and (iv) any other information relating to such nominee that is
required under federal securities laws to be disclosed in solicitations of
proxies for the election of directors, or is otherwise required (including,
without limitation, such nominee's written consent to being named in a proxy
statement as nominee and to serving as a director if elected). Guaranty's Bylaws
further require that the shareholder's notice set forth as to the shareholder
giving the notice (i) the name and address of such shareholder and (ii) the
class and amount of such shareholder's beneficial ownership of Guaranty's
capital stock. If the information supplied by the shareholder is deficient in
any material aspect or if the foregoing procedure is not followed, the chairman
of the annual meeting may determine that such shareholder's nomination should
not be brought before the annual meeting and that such nominee shall not be
eligible for election as a director of Guaranty.

The following information sets forth the names, ages, principal
occupations and business experience for all nominees and incumbent directors.
The date shown for first election as a director in the information below
represents the year in which the nominee or incumbent director was first elected
to the Board of Directors of Guaranty or previously to the Board of Directors of
Guaranty Bank. Unless otherwise indicated, the business experience and principal
occupations shown for each nominee or incumbent director has extended five or
more years.

Nominees for Election
for Terms Expiring in 2002

John B. Syer, 59 was appointed to the Board of Directors on March 1, 1998.
Mr. Syer has been the Executive Director of the University of Virginia
Alumni Association and UVA Fund since 1994. Mr. Syer was formerly the
owner and Chief Executive Officer of S&N Transportation in Norfolk,
Virginia, President and Chief Operating Officer of Essex Financial
Group, Inc. and its affiliates in Norfolk, Virginia, and Managing
Partner of Home Health of Tidewater.

Thomas P. Baker, 53, has been a director since 1990.
Mr. Baker has served as the President and Chief Executive Officer of
Guaranty Bank since January 1, 1990.

Harry N. Lewis, 71, has been a director and has served as the Vice Chairman of
Guaranty's Board of Directors since 1976.
Mr. Lewis has been President of Lewis Insurance Agency, Inc., an
insurance sales company in Charlottesville, Virginia, since July 1952.
Mr. Lewis is an alumnus of the Colgate Darden Graduate School of
Business Administration and is a member of the Board of Directors of
the United Way. He is also a member of the Board of Directors of Keller
& George and is the past president of the Central Virginia Chapter of
the C.P.C.U.

Jason I. Eckford, Jr., 69 was appointed to the Board of Directors on February
18, 1999.
Mr. Eckford currently owns his own financial services business in
Charlottesville, Virginia. He has over 30 years experience in the
banking industry, having served as President at First Virginia Bank -
Monticello National and Fidelity American Bank, as well as Vice
President at Virginia National Bank and NationsBank - Trust Division.
He is a graduate of the University of Virginia's School of Arts and
Sciences, as well as its School of Bank Management and the Stonier
Graduate School of Banking. He is a member of the Board of Directors of
the Charlottesville Symphony Society and the Jefferson Area Board for
the Aging. He is a past President of the Charlottesville - Albemarle
Chamber of Commerce and has served on the Boards for the Virginia
Student Aid Foundation, Farmington Country Club, Camp Holiday Trails,
and Blue Ridge Home Builders, as well as numerous other organizations.

Incumbent Directors Serving
for Terms Expiring in 2000

Douglas E. Caton, 56, has been a director since 1981 and has been Chairman of
Guaranty's Board of Directors since 1989.
Mr. Caton is a commercial real estate developer. He owns and controls
or manages over 3,500 apartment units throughout Virginia. Mr. Caton is
also Chief Executive Officer of Management Services Corporation, a real
estate management and development company that currently has over
$35,000,000 in construction projects in progress or planned. His other
business interests include cable television and farming. A combat
veteran of the Vietnam War, Mr. Caton is a Major General, the highest
rank attainable, in the United States Army Reserve with over 32 years
of service. A lawyer by background, Mr. Caton is also an active member
of the Virginia State Bar.

John R. Metz, 61, has been a director since 1980.
Mr. Metz is a pharmacist at Martha Jefferson Hospital in
Charlottesville, Virginia. He is a member of the Board of Directors of
the Virginia Pharmaceutical Association Research and Education
Foundation and is past President of Hospice of the Piedmont. Mr. Metz
is retired from the Virginia Air National Guard and U.S. Air Force with
the rank of Brigadier General.

James R. Sipe, Jr., 43, has been a director since 1996.
Mr. Sipe is an associate broker with Prudential Funkhouser &
Associates, a real estate sales company in Harrisonburg, Virginia. He
is a graduate of Richmond College and the T.C. Williams School of Law
at the University of Richmond. He is active in numerous civic
organizations and currently serves as Chairman of the Board of Trustees
of Hunter McGuire School.

Incumbent Directors Serving
for Terms Expiring in 2001

Henry J. Browne, 66, has been a director since 1976.
Mr. Browne is an architect in private practice with studios in Keswick,
Virginia, and Boca Grande, Florida. He was President of Browne,
Eichmon, Dalgliesh, Gilpin & Paxton, an architecture firm in
Charlottesville, Virginia, from March 1958 to April 1996. Mr. Browne is
a past director of Farmington Country Club, past president of the
Virginia Chapter of the American Institute of Architects, and past
president of Downtown Charlottesville, Inc.

Robert P. Englander, 79, has been a director since 1976.
Mr. Englander is President of the Englander Agency, a life insurance
company in Charlottesville, Virginia. Mr. Englander has been an
insurance agent since 1949.

Oscar W. Smith, Jr., 68, has been a director since 1976.
Mr. Smith is President of K-B Management Co. in Charlottesville,
Virginia. He was formerly Vice President and General Manager of a large
petroleum distribution facility for many years. He has served as
President of the Albemarle Rotary Club and the University of Virginia
Touchdown Club and is a master mason.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE NOMINEES
SET FORTH ABOVE.

Meetings of the Board of Directors are held regularly each month, and
there is also an organizational meeting following the conclusion of the Annual
Meeting of Shareholders. The Board of Directors held 13 meetings in the year
ended December 31, 1998. For the year ended December 31, 1998, none of
Guaranty's directors attended fewer than 75% of the aggregate of the total
number of meetings of the Board of Directors and the total number of meetings of
committees on which the respective directors served.

The Board of Directors has a Loan Committee, an Audit Committee, a
Compensation Committee and a Building Committee.

For fiscal year 1998, the Loan Committee consisted of all directors.
The duties of this committee are to review actions of the Management Loan
Committee and the Asset Management Committee. It also acts on loans in amounts
that exceed the Management Loan Committee's authority.

The Audit Committee consists of Mr. Metz, as Chairman, and Messrs.
Caton, Englander and Syer. The Audit Committee is responsible for the selection
and recommendation of the independent accounting firm for the annual audit and
to establish, and assure the adherence to, a system of internal controls. It
reviews and accepts the reports of Guaranty's independent auditors and federal
examiners. The Audit Committee met two times during the year ended December 31,
1998.

The Compensation Committee, which reviews senior management's
performance and compensation, and reviews and sets guidelines for compensation
of all employees, consists of Mr. Englander, Chairman, and Messrs. Browne,
Lewis, Metz, Smith and Syer. The Compensation Committee met two times during the
year ended December 31, 1998.

The Building Committee, formerly the Planning Committee, reviews
proposed improvements to existing facilities and proposed new facilities and
consists of Mr. Browne, Chairman, and Messrs. Englander, Sipe and Smith. The
Building Committee met one time in the year ended December 31, 1998.

Security Ownership of Management

The following table sets forth information as of March 1, 1999,
regarding the number of shares of Common Stock beneficially owned by all
directors and by all directors and executive officers as a group. Beneficial
ownership includes shares, if any, held in the name of the spouse, minor
children or other relatives of the individual living in such person's home, as
well as shares, if any, held in the name of another person under an arrangement
whereby the director or executive officer can vest title in himself at once or
at some future time.

Common Stock
Name Beneficially Owned Percentage of Class
---- ------------------ -------------------

Thomas P. Baker (1) 15,548 1.03%
Henry J. Browne 34,062 2.27%
Douglas E. Caton 299,100 19.90%
Jason I. Eckford, Jr. 500 *
Robert P. Englander 11,600 *
Harry N. Lewis 7,288 *
John R. Metz 15,553 1.03%
James R. Sipe, Jr. 3,100 *
Oscar W. Smith, Jr. 21,653 1.44%
John B. Syer 1,000 *

All present executive
officers and directors
as a group (12 Persons) 428,200 28.02%
____________________
* Percentage of ownership is less than one percent of the outstanding shares
of Common Stock.
(1) Includes beneficial ownership of shares issuable upon the exercise of stock
options exercisable within 60 days of March 1, 1999.

Security Ownership of Certain Beneficial Owners

The following table sets forth information as of March 1, 1999,
regarding the number of shares of Common Stock beneficially owned by all persons
who own five percent or more of the outstanding shares of Common Stock of
Guaranty.

Common Stock
Name and Address Beneficially Owned Percentage of Class
- ---------------- ------------------ -------------------

Douglas E. Caton 299,100 19.90%
4 Deer Park
Earlysville, Virginia

Ferguson, Andrews Investment Advisers, Inc. 77,500 5.16%
2560 Ivy Road
Charlottesville, Virginia 22903

Executive Officers Who Are Not Directors

Donna W. Richards, 35, was appointed Senior Vice President of Real
Estate Lending in April 1995. Ms. Richards has been employed by Guaranty since
April 1993 and has served in the past as Manager of Loan Originations and a Loan
Officer. From December 1991 to April 1993, she was a Senior Loan Processor for
Virginia Federal.

Rex L. Smith, III, 41, has been Senior Vice President - Retail
Operations since February 1999 and was Senior Vice President - Commercial from
September 1996 to February 1998. Between March 1998 and January 1999, Mr. Smith
was a Vice President with Central Fidelity National Bank. From March 1993 until
August 1996, he was Vice President/Senior Business Manager of Crestar Financial
Corporation.

Executive Compensation

Summary of Cash and Certain Other Compensation

The following table shows, for the fiscal years ended December 31,
1998, and 1997, the six months ended December 31, 1996, and the fiscal year
ended June 30, 1996, the cash compensation paid by Guaranty, as well as certain
other compensation paid or accrued for those years, to the named Executive
Officer in all capacities in which he served.

Summary Compensation Table

Long Term
Annual Compensation Compensation
------------------- ------------
Name and Other Annual All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($) Compensation ($)(1)
------------------ ---- ---------- --------- ---------------- -------------------

Thomas P. Baker 1998 122,600 3,000 * 2,930
President and Chief 1997 115,200 3,252 * 2,869
Executive Officer 1996 (2) 56,850 - * 568
1996 (3) 113,700 - * 1,137

______________________
* All benefits that might be considered of a personal nature did not exceed
the lesser of $50,000 or 10% of total annual salary and bonus for the
officer named in the table.
(1) Amounts reflect Guaranty's matching contribution under its Section 401(k)
retirement plan.
(2) Six months ended December 31, 1996.
(3) Fiscal year ended June 30, 1996.

Stock Option Grants

In the year ended December 31, 1998, no stock options were granted to
Mr. Baker.

Option Exercises and Holdings

In the year ended December 31, 1998, no stock options were exercised by
Mr. Baker. The following table sets forth the amount and value of stock options
held by Mr. Baker as of December 31, 1998.

Fiscal Year-End Option Values

Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
Fiscal Year End (#)(1) at Fiscal Year End ($)(2)
---------------------- -------------------------

Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------

Thomas P. Baker 4,000 6,000 2,250 -0-

____________________
(1) Each of these options relates to shares of Common Stock.
(2) These values are based on $13.125, the closing price of one share of Common
Stock on December 31, 1998.

Directors' Fees

Directors, excluding directors who are officers of Guaranty, received
fees of $550 for each meeting of the Board of Directors attended and $300 for
each Compensation, Planning and Audit Committee meeting attended during fiscal
1998. Mr. Caton, who is an ex officio member of all Committees and devotes
additional time to Guaranty's affairs as Chairman of the Board of Directors,
received a fee of $32,500 in the fiscal year ended December 31, 1998, in lieu of
any fees for attending Board of Directors and Committee meetings.

Employment Agreements

Guaranty and Thomas P. Baker are parties to an employment agreement,
entered into in February 1999, that provides for Mr. Baker to serve as President
and Chief Executive Officer of Guaranty. The agreement is for a period ending
February 23, 2004, and provides for a base salary of $150,000, which the Board
of Directors may increase. If Mr. Baker's employment is terminated for reasons
other than cause, he will be entitled to receive severance pay equal to his
annual base salary in effect at the time.

If termination of employment due to a change in control had occurred in
fiscal 1998, Mr. Baker would have been entitled to severance payments amounting
to approximately $122,600. Under the employment agreement entered into in
February 1999, if his employment terminates for any reason within 120 days of a
change in control, Mr. Baker will be entitled to severance payments
approximately equal to 299% of his average cash compensation for the five years
that precede the change in control.

Transactions with Management

Some of the directors and officers of Guaranty are at present, as in
the past, customers of Guaranty, and Guaranty has had, and expects to have in
the future, banking transactions in the ordinary course of its business with
directors, officers, principal shareholders and their associates, on
substantially the same terms, including interest rates and collateral on loans,
as those prevailing at the same time for comparable transactions with others.
These transactions do not involve more than the normal risk of collectibility or
present other unfavorable features. The largest aggregate outstanding balance of
loans to directors, executive officers and their associates as a group in the
fiscal year ended December 31, 1998, was approximately $1,124,292. Such balances
totaled $1,124,292 at December 31, 1998, or 9.0% of Guaranty's equity capital at
that date.

There are no legal proceedings to which any director, officer,
principal shareholder or associate is a party that would be material and adverse
to Guaranty.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires Guaranty's directors and executive officers, and any
persons who own more than 10% of Common Stock, to file with the Securities and
Exchange Commission ("SEC") reports of ownership and changes in ownership of
common stock. Officers and directors are required by SEC regulation to furnish
Guaranty with copies of all Section 16(a) forms that they file. Based solely on
review of the copies of such reports furnished to Guaranty or written
representation that no other reports were required, Guaranty believes that,
during fiscal year 1998, all filing requirements applicable to its officers and
directors were complied with.

INDEPENDENT AUDITORS

BDO Seidman, LLP, has been appointed to perform the audit of Guaranty's
financial statements for the year ending December 31, 1999. BDO Seidman, LLP,
has acted as Guaranty's auditors for the past five years and has reported on
financial statements during that period. A representative from BDO Seidman, LLP,
will be present at the Meeting, will have the opportunity to make a statement if
he desires to do so, and is expected to be available to respond to appropriate
questions.

ANNUAL REPORT AND FINANCIAL STATEMENTS

A copy of Guaranty's Annual Report to Shareholders for the year ended
December 31, 1998, has been furnished to shareholders. Additional copies may be
obtained by written request to the Secretary of Guaranty at the address
indicated below. Such Annual Report is not part of the proxy solicitation
materials.

UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD
DATE, WAS RECORD OWNER OF COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH THAT HE
OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SUCH STOCK ENTITLED TO VOTE AT
THE ANNUAL MEETING OF SHAREHOLDERS, GUARANTY WILL FURNISH TO SUCH PERSON,
WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998, AND THE EXHIBITS THERETO REQUIRED TO BE FILED WITH THE
SEC UNDER THE EXCHANGE ACT. ANY SUCH REQUEST SHOULD BE MADE IN WRITING TO ESTHER
S. SHELER, SECRETARY, GUARANTY FINANCIAL CORPORATION, 1658 STATE FARM BOULEVARD,
CHARLOTTESVILLE, VIRGINIA 22911. THE FORM 10-KSB IS NOT PART OF THE PROXY
SOLICITATION MATERIALS.

PROPOSALS FOR 2000 ANNUAL MEETING

Under the regulations of the SEC, any shareholder desiring to make a
proposal to be acted upon at the 2000 annual meeting of shareholders must cause
such proposal to be received, in proper form, at the Company's principal
executive offices at 1658 State Farm Boulevard, Charlottesville, Virginia 22911,
no later than December 14, 1999, in order for the proposal to be considered for
inclusion in Guaranty's Proxy Statement for that meeting. It is urged that any
such proposals be sent by certified mail, return receipt requested.

Guaranty's Bylaws also prescribe the procedures that a shareholder must
follow to nominate directors or to bring other business before shareholders'
meetings. For more information on these procedures, see "Election of Directors."

OTHER MATTERS

The Board of Directors is not aware of any matters to be presented for
action at the meeting other than as set forth herein. However, if any other
matters properly come before the Meeting, or any adjournment thereof, the person
or persons voting the proxies will vote them in accordance with their best
judgment.

By Order of The Board of Directors

/s/ Esther S. Sheler

Esther S. Sheler
Secretary
April 13, 1999

PLEASE MARK VOTES REVOCABLE PROXY
|X| AS IN THIS EXAMPLE GUARANTY FINANCIAL CORPORATION

Proxy Solicited on Behalf of The Board of Directors With- For All
For hold Except
The undersigned hereby appoints John R. Metz and 1. To elect as directors the seven _ _ _
James R. Sipe, Jr., jointly and severally, proxies, persons listed as nominees below. |_| |_| |_|
with full power to act alone, and with full power
of substitution, to represent the undersigned and For Term Expiring in 2002
to vote, as designated below and upon any and all Thomas P. Baker Harry N. Lewis
other matters which may properly be brought before Jason I. Eckford, Jr. John B. Syer
such meeting, all shares of Common Stock which the
undersigned is entitled to vote at the Annual INSTRUCTION: To withhold authority to vote for any individual
Meeting of Shareholders of Guaranty Financial nominee, mark "For All Except" and write that nominee's name in the
Corporation, a Virginia corporation (the space provided below.
"Corporation") to be held at the Glenmore Country
Club, 1750 Piper Way, Keswick, Virginia on May 12, _____________________________________________________________________
1999 at 4:00 p.m., local time, or any adjournments
thereof, for the following purposes:
2. In their discretion, the proxies are authorized to vote upon
any other business that may properly come before the meeting,
or any adjournment thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM 1.

In signing as Attorney, Administrator, Executor, Guardian or
Trustee, please add your title as such.

^ Detach above card, sign, date and mail in postage paid envelope provided. ^

GUARANTY FINANCIAL CORPORATION

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