GUARANTY FINANCIAL CORP /VA/
NT 10-K, 1997-06-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

Commission File Number     33-76064

                           NOTIFICATION OF LATE FILING

(Check One):               [  ]  Form 10-K  [  ]  Form 11-K   [  ]  Form 20-F
                           [  ]  Form 10-Q  [  ]  Form N-SAR

         For Period Ended:         n/a
                           ----------------------------------------------------

[X]  Transition Report on Form 10-K     [ ]  Transition Report on Form 10-Q 
[ ]  Transition Report on Form 20-F     [ ]  Transition Report on Form N-SAR
[ ]  Transition Report on Form 11-K

         For the Transition Period Ended:   December 31, 1996
                                          -------------------------------------

         Read attached  instruction sheet before preparing form. Please print or
type.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:          n/a
                                                       ------------------------

                                     PART I
                             REGISTRANT INFORMATION


Full name of registrant         GUARANTY FINANCIAL CORPORATION
                        -------------------------------------------------------

Former name if applicable       n/a
                          -----------------------------------------------------

Address of principal executive office (Street and number) 
                                                          ---------------------
    1658 State Farm Boulevard
- - -------------------------------------------------------------------------------


City, state and zip code            Charlottesville, Virginia  22911
                         ------------------------------------------------------


<PAGE>




                                     PART II
                             RULES 12b-25(b) AND (c)


         If the subject report could not be filed without  reasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

[X]      (a)      The  reasons  described  in  reasonable  detail in Part III of
         this form could not be  eliminated without unreasonable effort or
         expense;

[X]      (b)      The subject annual report, semi-annual report, transition
         report on Form 10-K,  Form 20-F,  Form  11-K or Form N-SAR,  or portion
         thereof will be filed on or before  the 15th calendar day following the
         prescribed  due date;  or  the subject  quarterly  report or transition
         report on Form 10-Q, or portion  thereof will be filed on or before the
         fifth calendar day following the prescribed due date; and

[  ]     (c)      The  accountant's  statement or other exhibit required by Rule
         12b-25(c)  has been attached if applicable.


                                    PART III
                                    NARRATIVE


         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q,  N-SAR,  or the  transition  report or portion  thereof could not be filed
within the prescribed period. (Attach extra sheets if needed.)

                  The Registrant's certified public accountant has not completed
         its review of the  Registrant  for the period ending  December 31, 1996
         and has  therefor  not  finalized  the  financial  statements  for that
         period.  It is anticipated  such  information will be produced and that
         the filing will be made within the prescribed 15 day time period.  Such
         information cannot be produced any sooner without  unreasonable  effort
         and expense,  including hiring (if available)  additional  professional
         staff on a short-term basis.




<PAGE>




                                     PART IV
                                OTHER INFORMATION


         (1)      Name and telephone number of person to contact in regard to 
this notification

         Kathleen M. Focht                  804               970-1100
- - -------------------------------------------------------------------------------
         (Name)                             (Area Code)       (Telephone Number)

         (2)      Have all other periodic  reports required under section 13 or 
15(d) of the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
Company Act of 1940 during the  preceding 12 months or for such  shorter  period
that the  registrant  was  required to file such  report(s)  been filed?  If the
answer is no, identify report(s).
                                                             [X] Yes    [  ] No

         (3)      Is it anticipated that any significant  change  in results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?
                                                             [  ] Yes    [X] No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.



<PAGE>





                         GUARANTY FINANCIAL CORPORATION
- - --------------------------------------------------------------------------------
                  (Name of Registrant as specified in charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.



Date     June 30, 1997                By   /s/ Thomas P. Baker
                                         --------------------------------------
                                           Thomas P. Baker
                                           President and Chief Executive Officer


                  Instruction. The form may be signed by an executive officer of
         the registrant or by any other duly authorized representative. The name
         and title of the  person  signing  the form  shall be typed or  printed
         beneath  the  signature.  If the  statement  is signed on behalf of the
         registrant  by an  authorized  representative  (other than an executive
         officer),  evidence of the representative's authority to sign on behalf
         of the Registrant shall be filed with the form.


                                    ATTENTION

         Intentional misstatements omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).




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