GUARANTY FINANCIAL CORP /VA/
NT 10-Q, 1998-11-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                       Commission File Number     033-76064
                                                             -------------------

                           NOTIFICATION OF LATE FILING

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

         For Period Ended:    September 30, 1998      
                          ------------------------------------------------------

[ ]  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:   n/a 
                                         ---------------------------------------

         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            
                        --------------------------------------------------------


                                     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 box if appropriate.)

<PAGE>

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

                   (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
        [X]                 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 accounting department is currently
         understaffed and, as a result, is experiencing  difficulty in
         gathering all  information and data necessary to complete the
         filing of its Form 10-QSB for the period ended  September 30,
         1998. It is anticipated  that such  information and data will
         be collected  and that the Form 10-QSB will be filed no later
         than the fifth  calendar day  following  the  prescribed  due
         date. The foregoing difficulty could not be eliminated by the
         Company without  unreasonable  effort and expense,  including
         hiring  (if  available)  additional  professional  staff on a
         short-term basis.


                                     PART IV
                                OTHER INFORMATION

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

             Vincent B. McNelley                  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

<PAGE>

         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.


                         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:  November 16, 1998               By /s/ Vincent B. McNelley        
                                          --------------------------------------
                                          Vincent B. McNelley
                                          Senior Vice President and
                                            Chief Financial 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  or  omissions  of fact  constitute  Federal
criminal violations (see 18 U.S.C. 1001).



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