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x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-22269

Louisiana	72-1341014
(State or Other Jurisdiction	(IRS Employer ID Number)
of Incorporation or Organization)

Registrant's Telephone Number: (504) 457-6220

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)

As of June 28, 2002, there were 1,611,386 shares of the Registrant’s common stock, par value $.01 per share, issued and outstanding. The aggregate market value of such stock, excluding the shares held by all directors, officers and affiliates of the Registrant, was $19.8 million at June 28, 2002 based on the per common share price at closing of $18.01 on that date.

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder are the following documents which have been incorporated by reference and the Part of the Form 10-K into which the document is incorporated.

(1)	Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2002 are incorporated into Part II, Items 5 through 9, and Part IV, Item 15.
(2)	Portions of the definitive proxy statement for the 2003 Annual Meeting of Shareholders to be filed within 120 days of the Registrant’s fiscal year end are incorporated into Part III, Items 10 through 13.

Item 1. BUSINESS

In addition to historical information, this Annual Report on Form 10-K includes certain "forward-looking statements," as defined in the Securities Act of 1933 and the Securities Exchange Act of 1934, based on current management expectations. The Company’s actual results could differ materially from those management expectations. Such forward-looking statements include statements regarding the Company’s intentions, beliefs or current expectations as well as the assumptions on which such statements are based. Stockholders and potential stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company’s loan and investment portfolios, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees. The Company undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

General

GS Financial Corp. (the "Company") was incorporated under Louisiana law on December 24, 1996 as a thrift holding company. The Company commenced operations on April 1, 1997 upon the completion of its initial public offering of common stock, which trades on the Nasdaq National Market under the symbol "GSLA." On that date the Company’s wholly owned subsidiary, Guaranty Savings and Homestead Association (the "Association") was converted from a Louisiana chartered mutual savings and loan association to a Louisiana chartered stock savings and loan association. This was accomplished through the offer and sale of common stock by the Company to certain depositors, employees, officers and directors of the Association as well as the GS Financial Employee Stock Ownership Plan (the "ESOP"). The Company simultaneously used a portion of the proceeds of its sale of common stock to acquire 100% of the stock of the Association.

The Company's principal business is conducted through the Association. Guaranty Savings and Homestead Association was founded in New Orleans, Louisiana in 1937 as a mutual savings and loan association. The Association’s unconsolidated assets at December 31, 2002 totaled $207.1 million and comprise 98.6% of the total consolidated assets of the Company. The Association provides financial services primarily to individuals, mainly through the origination of mortgage loans on 1-4 family residences. The Association accepts deposits in the form of passbook savings, certificates of deposit, demand deposit accounts and individual retirement accounts. The Association also invests in short and long term liquid investments such as US Treasury and Agency securities, mortgage backed securities, overnight Federal Funds, money market investments and qualified thrift grade mutual funds. The balance of the consolidated assets includes $2.1 million in similar short and long-term liquid investments, and $.8 million in fixed assets held exclusively at the Company level.

Regulation

The Company’s primary regulator is the Office of Thrift Supervision ("OTS"). The OTS regulates all thrifts and thrift holding companies whose deposits are insured by the Savings Association Insurance Fund ("SAIF") which is administered by the Federal Deposit Insurance Corporation ("FDIC"). The Company, by virtue of its state charter is also subject to the rules and regulations of the Louisiana Office of Financial Institutions ("OFI"). These two agencies currently examine the Company approximately every 18 months on an individual basis, relying on the examination report of the other agency on cycles, alternating when it is not their year to examine the Association. The nature of such examinations includes safety and soundness issues as well as compliance with applicable laws and regulations. The Association and Company were last examined by the OTS as of June 30, 2002.

As a public registrant the Company is subject to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Company also is subject to the rules of the NASDAQ Stock Market.

The Association has been a member of the Federal Home Loan Bank of Dallas ("FHLB") since 1937. The Federal Home Loan Bank System is comprised of 12 regional banks which serve thrifts and banks by offering investment opportunities and sources of funds.

Lending Activities

Loan Portfolio Composition. The following table sets forth the composition of the Company’s loan portfolio by type of loan at the dates indicated (in thousands):

				At December 31,
				2002		2001		2000		1999		1998
Real Estate Loans:
	One to Four
		Family Residential	$	57,502	$	69,843	$	71,092	$	67,424	$	61,562
	FHA and VA			1		9		52		140		237
	Construction			1,263		1,056		619		646		740
	Commercial Real Estate			8,672		3,431		1,006		1,377		1,157
	Other			9,451		6,750		1,453		446		201
				---------		---------		---------		---------		---------
		Total Real Estate Loans		76,889		81,089		74,222		70,033		63,897
Consumer Loans:
	Second Mortgage			7		11		52		84		119
	Loans on Deposits			396		254		237		367		337
				---------		---------		---------		---------		---------
		Total Consumer Loans		403		265		289		451		456
Commercial Loans				1,515		683		381		-		-
				---------		---------		---------		---------		---------
		Total Loans		78,807		82,037		74,892		70,484		64,353
Allowance for
	Loan Losses			(483)		(435)		(420)		(424)		(463)
Net Deferred Loan
	Origination Costs			10		9		8		6		5
				---------		---------		---------		---------		---------
Net Loans			$	78,334	$	81,611	$	74,480	$	70,066	$	63,895
				=====		=====		=====		=====		=====

Contractual Term to Final Maturities. The following table sets forth certain information as of December 31, 2002 regarding the dollar amount of loans maturing in the Company’s portfolio, based on the contractual date of the loan’s final maturity, before giving effect to net items. Demand loans and loans having no stated maturity are reported as due in one year or less. The amounts shown below do not reflect normal principal amortization; rather, the balance of each loan outstanding at December 31, 2002 is shown in the appropriate year of the loan’s final maturity. The actual maturity of loans varies primarily on prepayments which to a large extent depends on market interest rates. In general, if prevailing market rates fall below those of the portfolio, prepayments accelerate. Conversely, if market interest rates increase above portfolio rates early pay-offs tend to decrease.

Fixed rate loans receivable as of December 31, 2002 are scheduled to mature and adjustable rate loans are scheduled to re-price as follows (in thousands):

				Under One Year		One to Five Years		Over Five to Ten Years		Over 10 Years		Total
				------		------		------		------		------
Loans Secured by 1-4 Family
	Residential:
		Fixed Rate	$	71	$	1,184	$	6,698	$	49,549	$	57,502
Other Loans Secured by
	Real Estate:
		Fixed Rate		-		14,236		5,158		-		19,394
Commercial Fixed Rate				1,146		-		369		-		1,515
All Other Loans				396		-		-		-		396
				------		------		------		------		------
			$	1,613	$	15,420	$	12,225	$	49,549	$	78,807
				=====		=====		=====		=====		=====

Loan Origination Activity. The table below sets forth the Company’s total loan origination and reduction experience during the periods indicated. Historically, the Company has not purchased or sold any loans.

			For the Years ended December 31,
			2002		2001		2000		1999		1998
			-------		-------		-------		-------		-------
Loan Originations (in thousands):
	1-4 family residential	$	8,021	$	12,062	$	11,229	$	13,082	$	14,697
	Construction		2,143		1,670		1,514		1,004		1,610
	Commercial real estate		4,503		1,430		323		306		526
	Consumer		364		252		106		266		283
	Commercial		2,049		610		-		-		-
	Other Real Estate		4,336		6,030		568		263		732
			-------		-------		-------		-------		-------
Total Loan Originations			21,416		22,054		13,740		14,921		17,848
Loan principal
	Repayments		(24,557)		(14,521)		(9,218)		(8,790)		(7,490)
Increase (decrease)
	due to other items		(47)		(14)		6		72		(51)
			-------		-------		-------		-------		-------
Net increase(decrease) in
	Loan portfolio	$	(3,188)	$	7,519	$	4,528	$	6,203	$	10,307
			======		======		======		======		======

Real Estate Lending Standards and Underwriting Policies. The lending activities of the Company are subject to written underwriting standards and loan origination procedures established by the Company's Board of Directors (the "Board") and Management. These standards and procedures are incorporated into the Company's Underwriting Standards and Lending Policy which are reviewed as needed by the Board and Management. The underwriting standards dictate the manner in which loan applications are accepted and processed. Such standards are written to comply with all applicable laws and regulations including but not limited to Truth-In-Lending (Regulation Z) and the Real Estate Settlement and Procedures Act ("RESPA"). These standards pertain to such issues as appraisal guidelines, disclosure requirements, credit criteria, complete applications, and title requirements. The Company requires appraisals from Board-approved state licensed and certified appraisers who are on an approved appraiser list maintained by Management. The lending policy establishes the overall direction of the Company's lending activities within the community and forms the basis for setting underwriting standards which limit the Company's exposure to credit risk. Such factors include loan amount, debt to income ratios, collateral, and acceptable rates and terms.

Briefly stated, the loan process consists of applicants meeting with loan personnel and providing pertinent documentation, including but not limited to, requested loan amount, property description, security offered as collateral, intended down payments and an acceptable rate and term consistent with the Company's then current lending policy. Upon receipt of a favorable credit report, an appraisal is obtained with requisite documentation to support the property's stated market value. Upon completion the loan package is presented to the Loan Committee for consideration. All applicants receive written notification of the Committee’s decision to approve or deny the request. Approved loans are assigned to one of the Company's approved attorneys for closing. Actions of the Loan Committee are submitted to the Board of Directors for consideration and ratification on a monthly basis.

Loan applications are accepted at all four of the Company’s full service branches and the loan production office in Ponchatoula and forwarded to the Loan Committee which meets weekly. The Company usually requires a title insurance policy on loans prior to closing.

The Company’s conventional fixed rate mortgage loans on 1-4 family residential dwellings are offered with terms up to 30 years. Currently, the minimum cash down payment is 20% of the lesser of purchase price or appraised value. The Company originates and funds construction loans which subsequently convert to permanent, fixed rate mortgage loans. During the construction period, the company requires payment of interest only on the amount of principal drawn.

In 2000, the Company began shifting some of its lending activity towards the commercial market to diversify and enhance the products and services offered to its customers and add higher yielding loans to the overall portfolio than current market rates on residential mortgage loans. Commercial loans typically carry higher yields and associated risk than loans on 1-4 family dwellings. The Company offers mortgage loans on multifamily residential dwellings, commercial real estate and vacant ground. The Company also offers commercial asset based loans secured by non-real estate collateral such as inventory and accounts receivable. The Company has a special commercial loan committee to evaluate such applications.

During 2002 and 2001, the Company was able to originate approximately $8.7 and $8.0 million of non-residential loans, respectively. These loans are secured mainly by multifamily and commercial real estate. The Company applies similar underwriting standards to its commercial loans with particular attention paid to cash flow analysis of the underlying business entity and debt coverage ratios. Commercial loan documentation procedures differ from residential lending requirements on a case-by-case basis.

Loans are available to depositors of the Company secured by passbook savings or certificates of deposit at a rate of 2 percentage points above the savings rate up to 90% of the face amount of a certificate of deposit or 90% of the current available balance of a passbook. The minimum amount on such loans is $1,000 and these loans are payable on demand subject to 30 days notice.

Asset Quality

General. The Company has adopted an asset classification policy which is designed to draw attention to assets before collection becomes a problem, thus maintaining the quality of the Company’s investment as an interest-earning asset. The policy also insures the accurate reporting of the Company’s assets from a valuation standpoint.

All of the Company’s loans are reviewed on a quarterly basis. Payment histories as well as the value of the underlying collateral are reviewed and assessed in light of several risk factors. The state of the local economy factors into the evaluation process. A healthy economy is characterized by low unemployment which usually leads to strong real estate markets and the maintenance or appreciation of underlying collateral values. Current interest rates and expectations of the movement thereof is also a significant risk factor. Low or falling interest rates can act to stimulate local real estate markets while also increasing prepayment speeds on existing assets. Rising or high interest rates usually slows down payments. The level of credit concentration the customer has with the Company is also a risk factor. Other risk factors include environmental factors which could impair the value of the underlying collateral of an asset or changes in federal and state regulations which might reduce the ability of the Company to collect all of the principal and interest owed to the Company.

The Company maintains a "Watch List" of loans, which is part of management’s internal asset classification system. The watch list identifies assets classified as "substandard," "doubtful" or "loss," pursuant to OTS regulations. Assets displaying tendencies which might hinder full collection of principal are classified as substandard. Such tendencies include but are not limited to late payments on loans or deterioration of the underlying collateral. Those loans classified substandard, for which a specific potential for loss has been identified, are considered "special assets."

Loan collection efforts in the form of past due notices commence when loan payments are more than 15 days past due. Once a loan reaches 30 days past due status, the Company’s collection manager initiates personal contact with the borrower. When a loan becomes 90 days past due, the Company initiates foreclosure proceedings. At this point, loans are placed on non-accrual status. All interest and late charges due on such loans are reversed in the form of reserves for uncollectible interest and late charges.

Real estate acquired by the Company through foreclosure is classified as foreclosed real estate until such time as the property is sold. All such assets are booked at the lower of appraised value or cost which includes all principal, escrow overdrafts and attorney fees. All foreclosed real estate is considered substandard.

Delinquent Loans and Non-Performing Assets. The following tables set forth the Company’s delinquent loans and non-performing assets as of the dates indicated. Balances are indicative of the total principal balances of such loans rather than the actual principal past due based on the number of payments past due. The Company had no loans 90 plus days delinquent and still accruing in the table below. At December 31 of the five years presented, predominantly all of the Association’s delinquent loans and non performing assets were either repossessed 1-4 family residential dwellings or loans secured by 1-4 family residential dwellings.

		At December 31,
		2002		2001		2000		1999		1998
		-----		-----		-----		-----		-----
30-89 Days	$	2,931	$	3,542	$	2,231	$	2,673	$	2,171
90+ Days		651		249		434		100		266
		-----		-----		-----		-----		-----
Total Delinquent Loans	$	3,582	$	3,791	$	2,665	$	2,773	$	2,437
		====		====		====		====		====

			At December 31,
			2002		2001		2000		1999		1998
			-----		-----		-----		-----		-----
90+ Day Delinquent Loans		$	651	$	249	$	434	$	100	$	266
Foreclosed Real Estate			-		-		117		14		-
			-----		-----		-----		-----		-----
Total Non Performing Assets		$	651	$	249	$	551	$	114	$	266
			===		===		===		===		===
Non Performing Loans as
	a % of Total Loans		.83%		.30%		.58%		.14%		.42%
Non Performing Assets as
	a % of Total Assets		.31%		.13%		.28%		.06%		.17%

Classified Assets. At December 31, 2002, 2001 and 2000, the Company’s total classified assets amounted to $1.8 million. All such classified loans at each of these dates were secured by first liens on one-to-four family residential dwellings.

Allowance for Loan Loss. The allowance for loan loss ("ALL") is calculated by assessing the need for specific reserves on identified problem credits (see special assets in the previous paragraph) in addition to using historical and economic based percentages on certain classifications of homogeneous loans to arrive at an overall ALL. These categories are based on the type of underlying collateral such as commercial or residential real estate while still other categories are based on the nature of the loan such as construction verses permanent financing. At December 31, 2002, the ALL was allocated as follows:

GS Financial Corp.

Allocation of the Allowance for Loan Losses

	At December 31,
Allowance at End of Period Applicable to:	2002		2001		2000		1999		1998
	Amount	Percent of Total Loans	Amount	Percent of Total Loans	Amount	Percent of Total Loans	Amount	Percent of Total Loans	Amount	Percent of Total Loans
One to Four Family Residential	$ 217	73.0%	$ 337	85.1%	$ 390	94.9%	$ 340	95.7%	$ 377	95.7%
FHA and VA	-	0.0%	-	0.0%	-	.1%	-	.2%	-	.4%
Construction	5	1.6%	5	1.4%	-	.8%	-	.9%	-	1.1%
Commercial Real Estate	115	11.0%	57	4.2%	24	1.3%	39	2.0%	15	1.8%
Other Real Estate	126	12.0%	33	8.2%	-	1.9%	45	.6%	45	.3%
Second Mortgage	-	0.0%	-	0.0%	-	.1%	-	.1%	26	.2%
Loans on Deposits	-	.5%	-	.3%	-	.3%	-	.5%	-	.5%
Commercial Loans	20	1.9%	3	.8%	6	n/a	-	n/a	-	n/a
TOTAL	$ 483	100.0%	$ 435	100.0%	$ 420	100.0%	$ 424	100.0%	$ 463	100.0%
	====		====		====		====		====

During 2002, the ALL increased even though the loan portfolio decreased in size. The increase in ALL was not due to any deterioration of collateral, downturn in the economy or other negative factor. The change in the mix of the loan portfolio dictated the increase. At December 31, 2001, non-residential loans comprised approximately 13% of the entire portfolio, as compared to approximately 25% at December 31, 2002. These loans are primarily mortgage loans secured by multifamily residential dwellings or commercial real estate. Non-residential loans typically carry more risk than residential loans, and under the Company’s valuation calculation, are assessed higher valuation allowances than residential loans.

LOAN LOSS EXPERIENCE

Provisions for loan losses are charged to earnings to bring the total ALL to a level considered appropriate by management. Losses are incurred via foreclosure, deterioration of the underlying collateral, inability of the customer to repay the loan or other means. These losses are charged against the ALL. The ALL is evaluated throughout the year and provisions to increase or reductions to reduce the allowance to the appropriate level deemed by management are recorded when necessary. Charge-offs reduce the allowance while recoveries increase the allowance during the quarter. Management assesses the ALL accordingly and establishes additional provisions to bring the ALL to an appropriate level. The appropriate level of the ALL is determined by management’s estimation of the amount of loss associated with loans considered to be impaired in accordance with SFAS 114, "Accounting by Creditors for Impairment of a Loan," as well as management’s estimate of loss associated with the remaining portfolio. Historical analysis of factors such as number of foreclosures, level of delinquencies and amount of charge-offs as well as other factors such as local and national economic conditions help management set both the formula used to calculate the ALL for the remaining loan portfolio as well as an appropriate level for the ALL overall.

The following table sets forth the Company’s loan loss experience for the years presented. All of the charge-offs and provisions in the following table were on first mortgages of one-to-four family dwellings. An analysis of the allowance for loan loss is as follows (dollars in thousands):

			Years Ended December 31,
			2002		2001		2000		1999		1998
			-----		-----		-----		-----		-----
Balance, Beginning
	of Year	$	435	$	420	$	424	$	463	$	410
Provision for Losses			48		25		7		6		53
Loans Charged Off			-		(10)		(11)		(45)		-
Recoveries			-		-		-		-		-
			-----		-----		-----		-----		-----
Balance, End of Year		$	483	$	435	$	420	$	424	$	463
			====		====		====		====		====
Allowance for Loan
	Losses as a % of
	Total Loans Receivable	.62%		.53%		.56%		.60%		.72%
Allowance for Loan
	Losses as a % of
	Non Performing Loans	74.16%		174.80%		96.69%		422.97%		174.01%

Mortgage-Backed Securities

The Company has invested in a portfolio of fixed-rate, mortgage-backed securities that are issued or guaranteed by the Government National Mortgage Association ("GNMA.") GNMA securities represent direct obligations of the Federal government. Because of this, these securities are considered high quality investments with minimal credit risks. The guaranteed aspect of these investments results in yields slightly less than the actual yields on the underlying mortgage loans.

Mortgage-backed securities represent participating interests in pools of first mortgage loans originated and serviced by their prospective issuers. Principal and interest payments of the underlying mortgage loans are passed through intermediaries, including but not limited to the issuing agencies, on to investors such as GS Financial Corp.

The Company invests in mortgage-backed securities with terms varying from 5 to 30 years. These securities are subject to variations in cash flow and yield due to the prepayment rates of the underlying mortgage loans. All such mortgage-backed securities meet the requirements of qualified thrift investments as later defined.

All of the Company’s mortgage-backed securities are classified as available-for-sale pursuant to SFAS 115. During 2000 and 2001, the Company largely divested itself of mortgage-backed securities in order to provide liquidity for additional investment in CMOs which provide more attractive yields and terms to the Company.

The following table sets forth the composition of the Company’s mortgage-backed securities portfolio at each of the dates indicated (in thousands):

MORTGAGE-BACKED SECURITIES

At December 31, 2002:		Amortized Cost			Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		----------			----------		----------		----------
Available for Sale:
GNMA	$	539		$	30	$	-	$	569
		-------			-------		-------		-------
	$	539		$	30	$	-	$	569
		=====			=====		=====		=====
At December 31, 2001:		Amortized Cost			Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		----------			----------		----------		----------
Available for Sale:
GNMA	$	857	$		28	$	-	$	885
		-------			-------		-------		-------
	$	857	$		28	$	-	$	885
		====			==		==		=====

The following table sets forth the contractual maturities of the mortgage-backed security portfolio as of December 31, 2002 (in thousands):

MORTGAGE-BACKED SECURITIES

	At December 31, 2002:		Amortized Cost		Fair Value	Weighted Average Rate
			---------		---------
Mortgage-Backed Securities Maturing:
	In One Year or Less	$	-	$	-	-
	After One Year Through Five Years		-		-	-
	After Five Years Through Ten Years		-		-	-
	After Ten Years		539		569	8.25%
			------		------
		$	539	$	569
			====		====

The following table sets forth the purchases, sales and principal repayments of the Company’s mortgage-backed securities during the periods indicated (in thousands):

MORTGAGE-BACKED SECURITIES

				2002		2001		2000
				-------		-------		-------
Mortgage-Backed Securities
	Balance at January 1,		$	857	$	4,118	$	16,743
	Purchases			-		-		-
	Repayments			(311)		(925)		(1,956)
	Sales (Net of Gains)			-		(2,321)		(10,650)
	Amortizations of Premiums
		/Discounts (Net)		(7)		(15)		(19)